380.977359 

B62ni     BLOOMINGTON  AND  NORMAL 

RAILWAY  AND  LIGHT  COMPANY 

MORTGAGE  DEED  OF  TRUST 


iivi] 


^  Bloomington  a  od  Normal  Railway  and 

[.it; fit  Company 


AND 


Illinois  Trust  and  Savings  Bank  as  Trustee 


MORTGAGii.    DEED   OF  TRUST 

Dated  June   1,    1911 

Securing  an  issue  of  First  and  General  Mortgage  Five  Per 
Cent  Gold  Bonds,  Due  January  1,  1928 

Authorized  Issue $3,500,000. 

Issued  on  Execution  of  Mortgage     ......  769,000. 

Reserved  to  retire  Underlying  Bonds      .....  600,000. 

Reserved  for  Additions  and  Improvements      ....  2,131,000. 

Interest  January  1  and  July  1,  at  office  of  Trustee,  or  of 
Chase  National  Bank,  New  York. 

Callable  as  a  whole  for  redemption,  or  in  part  for  the  Sinking  Fund  only, 
at  1023^  and  accrued  interest  on  any  interest  day. 

Sinking  Fund  of  1%  per  annum  of  issued  bonds  July  1,  1912,  to  July  1, 
1919,  inclusive,  2%  per  annum  of  issued  bonds,  July  1,  1920,  to 
July  1,  1927,  inclusive. 


(NOT  PART  OF    MORTQAQE) 


^ 


INDEX 

{Xut  part  of  niortgarfc) 

PAGE 

Bonds,  Call  and  payment  of 29 

Exchange  of 44 

Execution  and  delivciy  of Id  ct  scq. 

Forms  of 4,  9 

Transfer  of      44 

Bondholders,  proof  of  action  by 51 

Coupons,  form  of      7 

Covenants  by  Company 32 

Default 44  e<  seq. 

Application  of  proceeds  of  sale 47 

Power  of  sale 46 

Provisions  for  and  remedies  upon 44 

Provisions  for  waiver  of 48 

Provisions  relating  to  sale  on  foreclosure 50 

Discharge 56 

Foreclosure 44  ef  seq. 

Granting  clause 13 

Habendum 19 

Insurance 34,  54 

Liabilities  of  officers.  Directors,  etc 51 

Property  mortgaged,  Description  of 13 

Possession  and  use  until  default 31 

Sale  and  release  of,  before  default 39 

Sale  and  Release  before  Default 39 

^     0^        ^^^^  o"  Foreclosure,  Provisions  relating  to 50 

i\        Sinking  fund      42  ei  seq. 

Taxes  and  liens 32 

,,^^^      Trustee,  Rights  and  duties  of 53 

C        Votes  authorizing  bonds  and  mortgage 2,  3 


^^ 


V 


.^ 


THIS  INDENTURE,  dated  this  first  day  of  June,  in 
the  year  1911,  between  Bloomington  and  Normal  Rail- 
way AND  Light  Company,  a  corporation  organized  and 
existing  under  the  laws  of  the  State  of  Illinois,  hereinafter 
called  the  ''Company,"  party  of  the  first  part,  and  Illinois 
Trust  and  Savings  Bank,  a  corporation  organized  and 
existing  under  the  laws  of  said  State  of  Illinois,  hereinafter 
called  the  ''Trustee,"  party  of  the  second  part, 

WITNESSETH:  That, 

Whereas  the  Company  is  duly  authorized  to  construct, 
maintain  and  operate  systems  of  street  railway,  electric  Hght 
and  power,  gas,  hot  water  and  steam  heating  service  in  the 
City  of  Bloomington  in  the  County  of  McLean  in  the  State 
of  Illinois,  and  systems  of  street  railway  and  electric  light 
and  power  service  in  the  Town  of  Normal,  in  said  County; 
and 

Whereas  the  Company  desires  to  raise  money  for  its 
corporate  purposes,  and  is  duly  authorized  to  borrow  money, 
issue  its  corporate  bonds  therefor  and  to  cause  the  same 
to  be  secured  by  mortgage  upon  all  its  property  now  owned 
and  hereafter  to  be  acquired;   and 

Whereas  so  much  of  the  property  of  the  Company  as 
was  acquired  from  the  Bloomington  &  Normal  Railway, 
Electric  &  Heating  Company  is  subject  to  the  first  mort- 
gage of  that  company,  dated  June  2,  1902,  securing  six 
hundred  thousand  (600,000)  dollars  of  the  first  gold  mort- 
gage 5%  bonds  of  the  said  company,  dated  June  2,  1902, 
and  maturing  June  1,  1927  and  hereinafter  referred  to  as 
"the  first  mortgage";   and 

Whereas  the  Company  proposes  to  issue  from  time  to 
time  not  exceeding  three  million  five  hundred  thousand 
(3,500,000)   dollars  face  value   of    its    First   and   General 


Mortgage  Gold  Bonds  dated  June  1,  1911,  due  January  1, 
1928,  secured  by  an  indenture  of  mortgage  establishing  a 
first  lien  upon  all  its  property  except  only  as  to  said  property 
ac(}uired  from  said  Bloomington  &  Normal  Railway,  Elec- 
tric &  Heating  Company,  on  which  property  said  in- 
denture of  mortgage  is  to  establish  a  lien  subject  only  to 
said  first  mortgage,  dated  June  2,  1902,  securing  six  hun- 
dred thousand  (600,000)  dollars  of  first  mortgage  gold 
bonds  as  aforesaid;    and 

Whereas  at  a  meeting  of  the  stockholders  of  the  Com- 
pany duly  called  for  the  purpose  and  held  at  the  principal 
office  of  the  Company  at  Bloomington,  Illinois,  on  the  29th 
day  of  August,  1911,  it  was 

Voted:  That,  to  raise  money  for  the  general  pur- 
poses of  the  Company,  the  Board  of  Directors  be  and 
hereby  is  authorized  to  cause  to  be  issued  from  time  to 
time  in  its  discretion  three  million  five  hundred  thou- 
sand (3,500,000)  dollars  of  negotiable  gold  bonds  of  this 
Company,  in  such  denominations  and  for  such  term  and 
at  such  rate  or  rates  of  interest  as  the  said  board  shall 
determine,  dated  June  1,  1911  or  any  such  other  date  as 
may  be  fixed  by  the  said  board;  and  that  for  the  i)ur- 
pose  of  securing  the  payment  of  said  bonds  in  accordance 
with  their  terms  the  Board  of  Directors  be  and  hereby 
is  authorized  and  directed  to  cause  to  be  executed  a 
mortgage  upon  anj"  or  all  of  the  i)roperty  and  fran- 
chises of  the  Company,  whether  now  owned  or  here- 
after acquired,  said  mortgage  and  bonds  to  cover  such 
property,  to  be  in  such  form  and  to  contain  any  such 
terms  and  provisions  not  actually  inconsistent  with 
this  vote,  including  a  provision  for  the  certification 
of  temporary  bonds  and  a  provision  stipulating  the 
terms  upon  which  said  bonds  may  be  issued  and  se- 
cured thereby,  as  may  be  determined  by  the  said 
Board  of  Directors 

and 

Whereas  at  a  meeting  of  the  Board  of  Directors  of  the 
Company  duly  called  for  the  purpose  and  held  at  the  office 


8 


of  the  Company  in  Bloomington,  Illinois,  on  the  29th  day 
of  August,  1911,  it  was 

Voted:  That  there  be  issued  by  the  Company  First 
and  General  Mortgage  Gold  Bonds  to  an  amount  not  ex- 
ceeding in  the  aggregate  three  million  five  hundred  thou- 
sand (3,500,000)  dollars,  dated  June  1,  1911,  payable 
January  1,  1928,  bearing  interest  at  the  rate  of  five  (5)  per 
centum  per  annum  payable  semi-annually  on  the  first 
days  of  January  and  July  of  each  year;  the  first  instal- 
ment of  interest  to  be  due  January  1,  1912,  both  princi- 
pal and  interest  to  be  payable  in  gold  coin  of  the  United 
States  of  America  of  the  present  standard  of  weight  and 
fineness,  said  bonds  to  be  substantially  in  the  forms 
presented  to  this  meeting;  that  an  indenture  of  mort- 
gage covering  all  the  property  of  the  Company  now 
owned  or  hereafter  acquired  be  executed  to  secure  said 
bonds  equally  and  without  priority  of  one  bond  over 
any  other  bond;  that  the  draft  indenture  of  mort- 
gage presented  at  this  meeting  be  and  hereby  is  ap- 
proved; that  the  President  or  a  Vice-President  and 
the  Treasurer  or  an  Assistant  Treasurer  be  and  hereby 
are  authorized  to  execute  and  deliver  as  many  copies 
as  they  deem  desirable  of  an  indenture  mortgaging  all 
the  property  and  franchises  of  the  Company  to  secure 
said  bonds,  the  form  of  said  indenture  to  be  substan- 
tially similar  to  the  above-mentioned  draft  indenture 
presented  to  this  meeting,  and  to  execute  and  deliver 
the  bonds  thereunder  and  hereby  authorized;  and 
that  the  Treasurer  be  and  hereby  is  authorized  to  exe- 
cute said  coupons  by  causing  his  facsimile  signature  to 
be  affixed  thereto. 

and 

Whereas  this  indenture  as  now  printed  is  substantially 
similar  to  the  draft  indenture  mentioned  in  said  vote;  and 

Whereas  said  bonds  are  in  substantially  the  following 
forms : — 


(Coupon  Bond) 

UNITED   STATES  OF  A.MEKICA. 
State  of  Illinois. 

BLOOMINGTON    AND    NORMAL    RAILWAY    AND 

LIGHT   CO:\IPANY. 

First  and  General   Mortgage    Five  Per   Cent.  Gold    Bond 

Total  Authorized  Issue  $3,500,000. 

No.  SI, 000. 

Bloomington  and  Normal  Railway  and  Light  Com- 
pany, a  corporation  organized  and  existing  under  the  laws 
of  the  State  of  Ilhnois,  for  \ahie  received,  promises  to  pay 
to  the  bearer,  or,  in  case  of  registration,  to  the  registered 
holder  hereof, 

One  Thousand  Dollars 

in  gold  coin  of  the  United  States  of  America  of  the  present 
standard  of  weight  and  fineness  at  the  office  of  Illinois 
Trust  &  Savings  Bank,  Trustee,  as  hereinafter  set  forth,  or 
its  successor  in  said  trust  (hereinafter  inclusively  referred 
to  as  Illinois  Trust  &  Savings  Bank)  in  Chicago,  Illinois, 
on  Januar>^  1,  1928  (or  earlier  at  the  option  of  the  obligor 
as  hereinafter  provided),  with  interest  on  said  sum  from 
the  date  hereof  at  the  rate  of  five  (5)  per  centum  per 
annum,  payable  January  1,  1912,  and  semi-annually 
thereafter  in  like  gold  coin  on  the  first  days  of  Januarj^ 
and  July  of  each  year,  at  the  office  of  Illinois  Trust  &  Sav- 
ings Bank,  or,  at  the  option  of  the  holder,  at  the  office  of 
Chase  National  Bank,  in  New  York,  New  York,  or  its 
successor,  upon  surrender  of  the  respective  coupons  at- 
tached hereto  as  they  severally  become  due.  This  bond 
and  its  coupons  are  payable  without  deduction  for  any  pres- 
ent or  future  tax  or  taxes. 


This  bond  is  one  of  a  series  of  bonds  aggregating  tliree 
million  five  hundred  thousand  (3,500,000)  dollars  in  amount, 
dated  June  1,  1911,  maturing  January  1,  1928,  issued  and  to 
be  issued  by  Bloomington  and  Normal  Railway  and  Light 
Company,  bearing  interest  at  the  rate  of  five  (5)  per  centum 
per  annum,  and  being  as  far  as  may  be  of  like  tenor  and 
effect.  Bonds  of  said  series  may  be  in  the  form  of  coupon 
bonds  of  the  denomination  of  one  thousand  (1,000)  dollars 
each,  numbered  consecutively  from  one  (1)  to  tliree  thousand 
five  hundred  (3,500),  inclusive,  or  in  the  form  of  registered 
bonds  without  coupons  of  the  denominations  of  one  thousand 
(1,000)  dollars,  five  thousand  (5,000)  dollars,  ten  thousand 
(10,000)  dollars,  and  of  such  other  multiples  of  one  thousand 
(1,000)  dollars  as  shall  be  prescribed  by  Bloomington  and 
Normal  Railway  and  Light  Company,  nimibered  consecu- 
tively and  issued  in  lieu  of  or  in  exchange  for  such  coupon 
bonds,  each  such  registered  bond  without  coupons  having 
endorsed  thereon  the  number  or  numbers  of  the  coupon 
bond  or  coupon  bonds  in  lieu  of  or  in  exchange  for  which 
it  is  issued. 

All  bonds  of  said  series  are,  as  to  both  principal  and 
interest,  issued  under  and  equally  secured  by  an  indenture  of 
mortgage  dated  June  1,  1911,  whereby  Bloomington  and 
Normal  Railway  and  Light  Company  has  mortgaged  and 
conveyed  or  assigned  all  its  property  now  owned  and  here- 
after acquired  to  Illinois  Trust  &  Savings  Bank,  as  Trus- 
tee, as  provided  in  said  indenture,  as  seciu'ity  for  said 
bonds;  and  reference  is  hereby  made  to  said  indenture  for 
a  description  of  the  properties  mortgaged  and  conveyed 
or  assigned  to  said  Trustee  and  the  rights  of  the  holders  of 
said  bonds  under  the  same  and  the  terms  and  conditions 
upon  which  said  bonds  are  issued  and  secured.  Said  in- 
denture provides  for  the  creation  of  a  sinking  fund  in  the 
hands  of  the  Trustee. 

This  bond  may  be  called  and  redeemed  from  the  holder  on 
any  interest  day  in  the  manner  provided  in  said  indenture 
on  payment  of  the  principal  sum  hereof  with  a  premium 


of  two  and  one-half  (23^)  per  centum  thereon,  and  ac- 
crued interest.  Interest  shall  cease  to  be  payable  to  the 
holder  of  this  bond  if  it  is  thus  called,  and  paj-ment  is 
duly  provided,  from  and  after  the  date  fixed  in  the  call  for 
pa^Tnent. 

This  bond,  but  not  its  coupons,  is  subject  to  registration 
from  time  to  time  in  accordance  with  the  registration 
privileges  endorsed  hereon.  Registration  shall  not  affect 
the  negotiability  of  the  coupons,  which  shall  continue  to 
be  transferable  by  delivery,  and  the  payment  of  any  coupon 
to  the  bearer  thereof  shall  be  a  discharge  of  the  obligor 
in  respect  to  the  interest  therein  mentioned.  This  coupon 
bond,  with  all  coupons  for  future  interest  hereon,  is,  either 
singly  or  together  with  other  bonds  of  said  series,  exchange- 
able for  a  registered  bond  without  coupons  of  said  series 
of  a  denomination  equivalent  to  the  sum  total  of  the  prin- 
cipal obligations  represented  by  the  bond  or  bonds  for  which 
it  is  exchanged. 

It  is  part  of  the  contract  herein  contained  that  each 
holder  hereof  waives  all  right  of  recourse  to  any  personal, 
statutory  or  other  liability  of  any  stockholder,  officer  or 
director  of  Bloomington  and  Normal  Railway  and  Light 
Company  for  the  collection  of  any  indebtedness  hereunder, 
as  is  more  fully  stated  in  said  indenture. 

In  the  event  of  default  the  principal  of  this  bond  may 
be  declared  by  Illinois  Trust  &  Savings  Bank  due  and 
payable  before  maturity,  as  provided  in  said  indenture. 

This  bond  shall  not  become  obligatory  for  any  purpose 
until  the  certificate  hereon  shall  have  been  signed  by  said 
Illinois  Trust  &  Savings  Bank. 

In  Witness  Whereof,  Bloomington  and  Normal  Rail- 
way and  Light  Companj'  has  caused  these  presents  to  be 
executed  in  its  name  and  behalf  and  its  corporate  seal  to 
be  hereto  affixed  by  its  President  or  a  Vice-President  and 
its  Treasurer  or  an  Assistant  Treasm*er,  thereunto  duly 
authorized,  and  has  likewise  caused  the  annexed  coupons 


to  be  authenticated  by  a  fac-simile  of  the  signature  of  its 
Treasurer  on  this  first  day  of  June,  1911. 

BLOOMINGTON  AND  NORMAL  RAILWAY  AND 

LIGHT   COMPANY 
By 

President. 

And  by 

Treasurer. 


(Form  of  First  Coupon) 
No $29.17 

On  the  first  day  of  January,  1912,  upon  surrender  hereof, 
Bloomington  and  Normal  Railway  and  Light  Com- 
pany will  pay  to  the  bearer  at  the  office  of  IlHnois 
Trust  &  Savings  Bank  in  Chicago,  lUinois,  or  its  successor, 
or,  at  the  option  of  the  bearer,  at  the  office  of  Chase 
National  Bank  in  New  York,  New  York,  or  its  successor, 
twenty-nine  and  17/100  (29.17)  dollars  in  gold  coin  of 
the  United  States  of  America,  being  seven  (7)  months' 
interest  then  due  on  its  First  and  General  Mortgage 
Five  Per  Cent.  Gold  Bond  No.  ,  unless  said  bond 

shall  have  been  previously  called  and  paid. 

Treasurer. 

(Form  of  Coupons  other  than  First  Coupon) 
No $25. 

On  the  first  day  of  ,  upon  sur- 

render hereof,  Bloomington  and  Normal  Railway  and 
Light  Company  will  pay  to  the  bearer  at  the  office  of  Illinois 
Trust  &  Savings  Bank  in  Chicago,  Illinois,  or  its  successor, 


8 

or,  at  the  option  of  the  bearer,  at  the  office  of  Chase 
National  Bank,  in  New  York,  New  York,  or  its  successor, 
twenty-five  (25)  dollars  in  gold  coin  of  the  United  States  of 
America,  being  six  (6)  months'  interest  then  due  on  its 
First  and  General  Mortgage  Five  Per  Cent.  Gold  Bond 
No.  ,  unless  said  bond  shall  have  been  previously 

called  and  paid. 


Treasurer. 


Trustee's  Certificate. 


Illinois  Trust  &  Savings  Bank,  Trustee,  hereby  cer- 
tifies that  this  bond  is  one  of  the  series  referred  to  in  the 
within-mentioned  indenture  of  mortgage. 

ILLINOIS  TRUST   &   SAVINGS  BANK,   Trustee. 

By 


Registration. 

(to  be  endorsed) 

This  bond,  but  not  its  coupons,  may  be  registered  from 
time  to  time  at  the  option  of  the  holder  on  the  books  of 
Illinois  Trust  &  Savings  Bank,  Trustee,  or  its  successor, 
and,  if  registered,  shall  pass  only  by  transfer  upon  such 
books,  unless  such  transfer  shall  have  been  made  and  regis- 
tered to  bearer,  in  which  case  it  shall  again  pass  by  delivery 
until  again  registered. 

Notice. — No  writing  on  this  bond  except  by  an  officer  of 
the  Company  or  of  the  Trustee. 

IN   WHOSE   NAME 
DATE    OF   REGISTRATION.  REGISTERED.  TRUSTEE. 


9 

(Registered  Bond  without  Coupons) 

UNITED   STATES   OF  AMERICA. 
State  of  Illinois. 

BLOOMINGTON    AND    NORMAL    RAILWAY    AND 

LIGHT   COMPANY. 

First  and  General  Mortgage,  Five  Per  Cent.  Gold  Bond. 

Total  Authorized  Issue  S3, 500,000. 

No S 


Bloomington  and  Normal  Railway  and  Light  Com- 
pany, a  corporation  organized  and  existing  under  the  laws 
of  the  State  of  Illinois,  for  value  received,  promises  to  pay 
to 

Dollars 
in  gold  coin  of  the  United  States  of  America  of  the  present 
standard  of  weight  and  fineness  at  the  office  of  Illinois 
Trust  &  Savings  Bank,  Trustee,  as  hereinafter  set  forth,  or 
its  successor  in  said  trust  (hereinafter  inclusively  referred 
to  as  Illinois  Trust  &  Savings  Bank)  in  Chicago,  Illinois, 
on  January  1,  1928  (or  earlier  at  the  option  of  the  obligor  as 
hereinafter  provided),  with  interest  on  said  sum  from  the 
first  day  of  January  or  the  first  day  of  July,  as  the  case 
may  be,  next  preceding  the  date  of  the  certification  hereof, 
or  from  such  date  of  certification  if  it  be  a  first  day  of 
January  or  a  first  day  of  July,  at  the  rate  of  five  (5)  per 
centum  per  annum,  payable  semi-annually  in  like  gold  coin 
on  the  first  days  of  January  and  July  of  each  year  at  the 
office  of  Illinois  Trust  &  Savings  Bank,  or,  at  the  option  of 
the  holder,  at  the  office  of  Chase  National  Bank,  in  New 
York,  New  York,  or  its  successor,  but  the  first  instal- 
ment of  interest  hereon  shall  not  be  due  before  January  1, 
1912.  Principal  and  interest  of  this  bond  are  payable  with- 
out deduction  for  any  present  or  future  tax  or  taxes. 

This  bond  is  one  of  a  series  of  bonds  aggregating  three 


10 

million  five  hundred  thousand  (3,500,000)  dollars  in 
amount,  dated  June  1,  1911,  maturing  January  1,  1928, 
issued  and  to  be  issued  by  Bloomington  and  Normal  Rail- 
way and  Light  Company,  bearing  interest  at  the  rate  of 
five  (5)  per  centum  per  annum,  and  being  as  far  as  may 
be  of  like  tenor  and  effect.  Bonds  of  said  series  may  be 
in  the  form  of  coupon  bonds  of  the  denomination  of  one 
thousand  (1,000)  dollars  each,  numbered  consecutively 
from  one  (1)  to  three  thousand  five  hundred  (3,500)  in- 
clusive, or  in  the  form  of  registered  bonds  without  coupons 
of  the  denominations  of  one  thousand  (1,000)  dollars,  five 
thousand  (5,000)  dollars,  ten  thousand  (10,000)  dollars,  and 
of  such  other  multiples  of  one  thousand  (1,000)  dollars  as 
shall  be  prescribed  by  Bloomington  and  Normal  Eailway 
and  Light  Company,  niunbered  consecutively  and  issued  in 
lieu  of  or  in  exchange  for  such  coupon  bonds,  each  such 
registered  bond  without  coupons  having  endorsed  thereon 
the  number  or  numbers  of  the  coupon  bond  or  coupon  bonds 
in  lieu  of  or  in  exchange  for  which  it  is  issued. 

All  bonds  of  said  series  are,  as  to  both  principal  and 
interest,  issued  under  and  eciually  secured  by  an  indenture 
of  mortgage  dated  June  1,  1911,  whereby  Bloomington  and 
Normal  Railway  and  Light  Company  has  mortgaged  and 
conveyed  or  assigned  all  its  property  now  owned  and  here- 
after acquired  to  Illinois  Trust  &  i^avings  Bank,  as  Trus- 
tee, as  provided  in  said  indenture,  as  security'  for  said 
bonds,  and  reference  is  hereby  made  to  said  indenture  for 
a  description  of  the  properties  mortgaged  and  con\'eyed  or 
assigned  to  said  Trustee  and  the  rights  of  the  holders  of 
said  bonds  under  the  same  and  the  terms  and  conditions 
upon  which  said  bonds  are  issued  and  secured.  Said  in- 
denture provides  for  the  creation  of  a  sinking  fund  in  the 
hands  of  the  Trustee. 

This  bond  or  any  coupon  bond  in  lieu  of  or  in  exchange 
for  which  this  bond  is  issued  may  be  called  and  re- 
deemed from  the  holder  on  any  interest  day  in  the 
manner  provided  in  said  indenture  on  payment  of  the 
principal   sum  hereof,   with  a  premium  of  two  and  one- 


11 

half  (23^)  per  centum  thereon,  and  accrued  interest.  In 
the  event  of  such  call  of  one  or  more  coupon  bonds  in 
lieu  of  or  in  exchange  for  which  this  bond  is  issued,  this 
bond  shall  be  surrendered  to  the  Trustee,  and  the  Trus- 
tee shall  pay  to  the  holder  hereof  the  sums  payable  upon 
said  coupon  bond  or  coupon  bonds  thus  called,  and  shall 
in  addition  thereto  deliver  to  the  holder  hereof  bonds  of 
said  series,  either  coupon  or  registered  without  coupons  or 
both,  at  the  holder's  option,  of  a  face  value  equal  in  the 
aggregate  to  the  excess  of  the  face  value,  if  any,  of  this 
bond  over  such  coupon  bond  or  bonds  thus  called.  If  this 
bond  or  any  such  coupon  bond  is  thus  called  and  payment 
is  duly  provided,  interest  shall  cease  to  be  payable  to  the 
holder  hereof  on  this  bond  or  on  that  part  of  the  face  value 
of  this  bond  representing  a  coupon  bond  which  is  called  or 
coupon  bonds  which  are  called  from  and  after  the  date 
fixed  in  the  call  for  payment. 

This  bond  is  transferable  only  on  the  books  of  Illinois 
Trust  &  Savings  Bank  by  the  holder  in  person  or  his  at- 
torney duly  authorized  upon  surrender  hereof  to  Illinois 
Trust  &  Savings  Bank.  This  bond  is  exchangeable  at  a 
reasonable  charge  bj^  the  holder  in  person  or  by  his  at- 
torney dul}^  authorized  for  a  coupon  bond  or  coupon 
bonds  bearing  the  number  or  niunbers  of  the  coupon  bond 
or  bonds  in  lieu  of  or  in  exchange  for  which  this  bond  was 
issued  and  representing  a  total  principal  obligation  equiva- 
lent to  the  denomination  hereof. 

It  is  part  of  the  contract  herein  contained  that  each 
holder  hereof  waives  all  right  of  recourse  to  any  personal, 
statutory  or  other  liability  of  any  stockholder,  officer  or 
director  of  Bloomington  and  Normal  Railway  and  Light 
Company  for  the  collection  of  any  indebtedness  hereunder, 
as  is  more  fully  stated  in  said  indentm'e. 

In  the  event  of  default  the  principal  of  this  bond  may  be 
declared  by  Illinois  Trust  &  Savings  Bank  due  and  pay- 
able before  maturity,  as  provided  in  said  indenture. 

This  bond  shall  not  become  obligatory  for  any  purpose 


12 

until  the  certificate  hereon  shall  have  been  signed  by  said 
Illinois  Trust  &  Savings  Bank. 

In  Witness  Whereof,  Bloomington  and  Normal  Rail- 
way and  Light  Company  has  caused  these  presents  to  be 
executed  in  its  name  and  behalf  and  its  corporate  seal  to  be 
hereto  affixed  by  its  President  or  a  Vice-President  and  its 
Treasurer  or  an  Assistant  Treasurer,  thereunto  duly  au- 
thorized, on  this  first  daj'  of  June,  1911. 

BLOOMINGTON    AND    NORMAL    RAILWAY 
AND    LIGHT   COMPANY 

By 

President. 

And  by 


Treasurer. 


Trustee's  Certificate. 


Illinois  Trust  &  Savings  Bank,  Trustee,  hereby  cer- 
tifies that  this  bond  is  one  of  the  series  referred  to  in  the 
within-mentioned  indenture  of  mortgage,  and  is  issued  in 
lieu  of  or  in  exchange  for  coupon  bonds  not  contemporane- 
ously outstanding  and  numbered 

ILLINOIS  TRUST  &  SAYINGS  BANK,  Trustee. 

By 

Chicago,  Illinois 


and 

Whereas  all  conditions  necessarv  to  the  authorization 
of  the  execution,  delivery  and  recording  of  these  presents 
and  of  the  issue  of  bonds  to  be  secured  hereby  have  been 
complied  with, — 


13 

Now,  Therefore,  Bloomington  and  Normal  Railway 
and  Light  Company,  in  consideration  of  the  premises  and  of 
one  (1)  dollar  to  it  in  hand  paid  by  the  Trustee,  the  receipt 
whereof  is  hereby  acknowledged,  and  in  order  to  secure  the 
payment  of  the  principal  and  interest  of  the  bonds  certified 
and  issued  hereunder — never  to  exceed  in  the  aggregate 
three  million  five  hundred  thousand  (3,500,000)  dollars 
face  value — and  the  faithful  performance  and  observance 
of  all  the  covenants  and  obligations  of  this  instrument,  has 
given,  granted,  bargained,  sold,  conveyed,  assigned,  mort- 
gaged, pledged,  warranted,  transferred  and  set  over,  and 
by  these  presents  does  give,  grant,  bargain,  sell,  convey, 
assign,  mortgage,  pledge,  warrant,  transfer  and  set  over 
unto  said  Illinois  Trust  &  Savings  Bank,  Trustee,  and  its 
successors  in  trust,  the  following-described  property,  rights 
and  franchises,  in  which  it  is  intended  to  include  all  the 
property  and  assets  of  said  companj^  now  owned  and  which 
may  in  the  future  be  by  it  acquired,  namely: — 

First:  All  the  street  or  other  railways  now  owned,  held 
or  operated  or  which  may  at  any  time  hereafter  be  in  any 
manner  acquired,  held  or  operated  by  the  Company,  and  all 
additions  thereto  and  extensions  thereof,  and  all  tunnels, 
subways,  bridges,  viaducts,  pipe  lines,  conduits,  poles,  wires 
and  other  structures  now  owned  or  authorized  to  be  used, 
or  which,  or  the  right  to  use  which,  may  at  any  time  here- 
after be  in  any  manner  acquired  by  or  on  behalf  of  the 
Company  for  use  in  connection  with  the  operation  or  main- 
tenance of  street  or  other  railways  by  the  Company. 

Second:  All  and  singular  the  plant,  poles,  wires,  conduits, 
cables  and  apparatus  of  every  kind  now  owned,  held  or 
operated  or  which  may  at  an}^  time  hereafter  be  in  any 
manner  acquired,  held  or  operated  by  the  Company,  per- 
taining to  or  for  use  in  connection  with  the  manufacture, 
generation,  distribution  or  sale  by  the  Company  of  electric 
current  for  any  purpose  whatsoever. 

Third:  All  and  singular  the  plant,  mains,  pipes  and 
apparatus  of  every  kind  now  owned,  held  or  operated  or 
which  may  at  any  time  hereafter  be  in  any  manner  acquired, 
held  or  operated  by  the  Company  pertaining  to  or  for  use 


14 

in  connection  with  the  manufacture,  generation,  distribu- 
tion or  sale  by  the  Company  of  steam  or  hot  water  for  any 
purpose  whatsoever. 

Fourth:  All  and  singular  the  plant,  mains,  pipes  and  ap- 
paratus of  every  kind  which  are  now  or  may  at  any  time 
hereafter  be  in  any  manner  acquired,  held  or  operated  by 
the  Company,  pertaining  to  or  for  use  in  connection  with 
the  manufacture,  generation,  distribution  or  sale  by  the 
Company  of  gas  for  any  purpose  whatsoever. 

Fifth:  Any  and  all  boilers,  generators,  engines,  pumps, 
valves,  pipings,  meters,  transformers,  connections,  fittings, 
cars,  rolling-stock,  rails,  ties,  tracks,  wires,  poles,  equip- 
ment, apparatus,  machinery,  tools,  implements,  furniture, 
fixtures,  appliances,  appurtenances,  accessories,  materials, 
supplies,  and  other  articles  or  things,  whether  now  owned 
by  the  Company  or  hereafter  acquired  by  it  or  on  its  be- 
half, pertaining  to  or  for  use  in  connection  with  the  opera- 
tion or  maintenance  of  the  Company's  street  railways  or 
any  part  thereof,  or  pertaining  to  or  for  use  in  connection 
with  the  manufacture,  generation,  distribution  or  sale  by 
the  Company  of  gas,  steam,  hot  water  and  electric  current, 
or  any  of  them. 

Sixth:  Any  and  all  contracts,  leases  and  other  arrange- 
ments of  every  nature  and  character  to  which  the  Company 
is  now  or  may  at  smy  time  hereafter  become  a  party,  or 
to  the  benefit  of  which  the  Company  is  now  or  may  at  any 
time  hereafter  become  entitled,  concerning  the  property 
hereby  mortgaged  and  pledged,  or  pertaining  to  or  for  use 
in  connection-  with  the  operation  or  maintenance  of  the 
Company's  street  railways,  or  any  part  thereof,  or  per- 
taining to  or  for  use  in  connection  with  the  manufacture, 
generation,  distribution  or  sale  by  the  Company  of  gas, 
steam,  hot  water  and  electric  current,  or  any  of  them. 

Seventh:  Any  and  all  easements,  rights  of  way,  licenses, 
municipal  or  other  grants,  rights  in,  under,  along,  across  or 
over  streets,  alleys  or  other  public  places,  franchises,  privi- 
leges, benefits,  titles,  immunities  and  interests,  whether 
legal  or  equitable  and  howsoever  granted,  created  or  derived, 
and  in  whatsoever  manner  evidenced,  now  owned  or  here- 
after to  be  acquired  by  or  on  behalf  of  the  Company, 
affecting  or  pertaining  to  the  operation  or  maintenance  of 
the  Company's  street  railways  or  anj^  part  thereof  or  any 
extensions  thereof  or  additions  thereto,  or  affecting  or  per- 
taining  to    the   manufacture,    generation,    distribution    or 


1;") 

sale  by  the  Company  of  gas,  steam,  hot  water  and  electric 
current,  or  any  of  them. 

Eighth:  All  tolls,  rents,  issues,  accounts,  demands,  choses 
in  action,  income  and  profits  received  or  derived  from  the 
property  hereby  conveyed  and  pledged,  or  intended  so  to 
be,  which  the  Company  may  now  own  at  any  time  hereafter 
acquire  or  become  entitled  to. 

Ninth:  The  following  described  real  estate  situate  in  the 
County  of  McLean,  State  of  Illinois,  to  wit: — 

(a)  All  that  part  of  Lots  1  and  2  lying  south  of  the 
right  of  way  of  the  I.  B.  &  W.  R.  R.  now  C.  C.  C.  & 
St,  L.  R.  R.  and  all  of  Lots  3,  4,  5  and  6  in  Block  9  of 
H.  H.  Painter's  Second  Addition  to  the  City  of  Bloom- 
ington,  being  the  property  now  used  for  the  Company's 
powder  house. 

(b)  Lots  1,  2,  3  and  4  in  Block  1  of  University  Ad- 
dition to  the  City  of  Bloomington  and  Lots  1,  2,  3 
and  4  in  Block  3  in  Orme's  Addition  to  the  City  of 
Bloomington,  being  the  property  now  used  for  the 
Company's  car  barns. 

(c)  A  right  of  way  for  street  railway  purposes  over 
and  along  a  strip  of  land  30  feet  in  width  commencing 
at  Beecher  Street  in  the  City  of  Bloomington  and 
extending  thence  north  on  the  west  side  of  PVanklin 
Avenue  to  the  right  of  way  of  the  Chicago  &  Alton 
Railway  in  the  Town  of  Normal,  said  strip  being  more 
particularly  described  in  the  four  below-mentioned 
deeds,  recorded  in  the  Recorder's  Office  of  said  Mc- 
Lean County,  to  which  deeds  and  the  record  thereof 
reference  is  hereby  made,  said  deeds  being  the  follow- 
ing, to  wit:  Deed  from  William  E.  Johnson  and  wife 
to  the  Bloomington  and  Normal  Horse  Railway  Com- 
pany, dated  April  29,  1870  and  recorded  May  23, 
1870,  in  Book  7G  of  Deeds,  page  408;  Deed  from 
Almira  M.  Bacon  to  the  Bloomington  and  Normal 
Horse  Railway  Company,  dated  February  20,  1868, 
and  recorded  March  9,  1868,  in  Book  69  of  Deeds, 
page  272 ;  Deed  from  Daniel  Sill  and  wife  to  the  Bloom- 
ington and  Normal  Horse  Railway  Company,  dated 
November  22,  1867,  and  recorded  March  9,  1868,  in 
Book  69  of  Deeds,  page  271;  Deed  from  Franklin  K. 
Phoenix  and  wife  to  the  Bloomington  and  Normal 
Horse  Railway  Company,  dated  November  23,  1867, 


16 

and  recorded  December  17,  1867,  in  Book  64  of  Deeds, 
page  560. 

(d)  A  right  of  way  for  street  railway  purposes  over 
and  along  a  strip  of  land  30  feet  in  width  commencing 
182  feet  north  of  the  south  line  of  University  Avenue,  in 
the  City  of  Bloomington  and  extending  north  on  the 
west  side  of  Park  Street  to  the  south  line  of  Beecher 
Street  in  said  city  and  more  particularly  described  in  a 
certain  deed  made  by  the  Trustees  of  the  Illinois 
Wesley  an  University  to  the  Bloomington  and  Normal 
Railway  dated  March  23,  1900  and  recorded  April  9, 
1900  in  Book  312  of  Deeds,  page  401,  in  the  Recorder's 
Office  of  said  McLean  County,  to  which  deed  and  the 
record  thereof  reference  is  hereby  made. 

(e)  A  right  of  way  for  street  railway  purposes  over 
and  along  the  strips  of  land  25  feet  in  width  commenc- 
ing at  the  north  fine  of  Empire  Street  in  said  City  of 
Bloomington,  in  the  centre  of  Chnton  Street  and  ex- 
tending thence  north  to  Division  Street  and  thence 
west  to  Fell  Avenue,  and  more  particularly  described 
in  a  certain  deed  made  by  John  P.  Walker  and  wife 
and  Samuel  R.  White  to  the  Bloomington  and  Normal 
Railway,  dated  February  1,  1902,  and  recorded  in 
Book  218  of  Deeds,  page  210,  in  the  Recorder's  Office 
of  said  McLean  County,  to  which  deed  and  the  record 
thereof  reference  is  hereby  made. 

(/)  A  right  of  way  for  street  railway  purposes  over 
and  along  the  strips  of  land  described  in  the  three 
below-mentioned  deeds  recorded  in  the  Recorder's 
Office  of  said  McLean  County,  to  which  deeds  and  the 
record  thereof  reference  is  hereby  made,  said  deeds 
being  the  following,  to  wit:  Deed  from  Andrew  Lind- 
blad  and  wife  to  the  Bloomington  and  Normal  Rail- 
way dated  January  13, 1902,  and  recorded  May  26,  1902, 
in  Book  222  of  Deeds,  page  238;  Deed  from  Andrew 
Lindblad  to  the  Bloomington  and  Normal  Railway 
Electric  and  Heating  Company  dated  October  23,  1903, 
and  recorded  December  21,  1903,  in  Book  231  of 
Deeds,  page  131;  Deed  from  Lewis  Sailor  to  the 
Bloomington  and  Normal  Railway  Electric  and  Heat- 
ing Company  dated  September  9,  1902,  and  recorded 
September  9,  1902,  in  Book  218  of  Deeds,  page  495. 

(g)  A  right  of  way  for  street  railway  purposes  over 
and  along  the  strips  of  land  described  in   the  deed 


17 

from  Steven  Houghton  to  Bloomington  and  Normal 
Railway,  dated  June  4,  1900,  and  recorded  January 
7,  1902,  in  Book  218  of  Deeds,  page  168,  in  the  Re- 
corder's Office  of  said  McLean  County,  and  deed  of 
Alice  L.  Hazle  and  husband  to  the  Bloomington  and 
Normal  Railway  Electric  and  Heating  Company, 
dated  March  22,  1904,  and  recorded  in  Book  231  of 
Deeds,  page  247,  in  said  Recorder's  Office,  to  which 
deeds  and  the  record  thereof  reference  is  hereby  made. 

(h)  A  right  of  way  for  street  railway  purposes  through 
the  Illinois  State  Normal  University  grounds,  over 
and  along  the  strips  of  land  described  in  the  deed  from 
the  Board  of  Education  of  the  State  of  Ilhnois  to  the 
Bloomington  and  Normal  Railway  Electric  and  Heat- 
ing Company,  dated  October  15,  1903,  and  recorded 
in  Book  231  of  Deeds,  page  256,  in  the  Recorder's 
Office  of  said  McLean  County,  to  which  deed  and  the 
record  thereof  reference  is  hereby  made. 

(i)  Also  any  and  all  other  parcels  of  land  or  interests 
therein,  legal  or  equitable,  which  the  Company  now 
owns  or  may  hereafter  acquire. 

Together  with  all  buildings,  improvements,  fixtures, 
rights,  privileges,  easements  and  appurtenances  to 
said  above-described  real  estate  or  any  thereof  apper- 
taining or  belonging. 

Tenth:  All  the  right,  title  and  interest  of  the  Company 
now  existing  or  hereafter  acquired,  whether  legal  or  equi- 
table and  howsoever  acquired  or  evidenced,  in  and  to  any 
property,  real,  personal  or  mixed,  including  franchises, 
licenses,  contracts,  agreements,  rights,  easements,  privileges 
and  immunities,  heretofore  owned  or  enjoyed  by  any  of  the 
following-named  corporations:  The  Bloomington  and  Nor- 
mal Horse  Railway  Company,  Bloomington  City  Railway, 
Bloomington  and  Normal  Railway,  Fort  Wayne  Jenney 
Electric  Light  Company,  Bloomington  Electric  Light  Com- 
pany, Normal  Electric  Light  and  Power  Company,  Con- 
sumers Heat  and  Electric  Company,  Consumers  Light  and 
Heat  Company,  City  District  Heating  Company,  and 
Bloomington  and  Normal  Railway  Electric  and  Heating 
Company,  and  all  the  right,  title  and  interest  of  the  grantor 
herein,  whether  legal  or  equitable,  and  howsoever  acquired 
or  evidenced,  in  and  to  any  and  all  bonds,  obligations  and 
certificates  or  shares  of  stock  of  or  in  the  above-named 


18 

corporations,  or  any  of  them,  including  specifically,  but 
without  any  limitation  of  the  generahty  of  the  foregoing, 
the  following  shares,  to  wit: — 

(a)  Five  thousand  (5,000)  shares  of  the  aggregate 
par  value  of  five  hundred  thousand  (500,000)  dollars, 
of  the  capital  stock  of  the  Bloomington  &  Normal  Rail- 
way Electric  &  Heating  Company,  a  corporation 
organized  and  existing  under  the  laws  of  the  State  of 
Illinois; 

(6)  One  thousand  (1,000)  shares  of  the  aggregate 
par  value  of  one  hundred  thousand  (100,000)  dollars, 
of  the  capital  stock  of  the  Consumers  Light  &  Heat 
Company,  a  corporation  organized  and  existing  under 
the  laws  of  the  State  of  Illinois; 

(c)  One  thousand  (1,000)  shares  of  the  aggregate 
par  value  of  one  hundred  thousand  (100,000)  dollars, 
of  the  capital  stock  of  the  Consumers  Heat  and  Electric 
Company,  a  corporation  organized  and  existing  under 
the  laws  of  the  State  of  Illinois. 

Eleventh:  All  other  property  of  the  Company  which  it 
now  owns  or  which  it  may  hereafter  acquire,  including, 
without  in  any  way  limiting  the  generality  of  the  foregoing 
language,  all  street  railways,  plants,  power  houses,  car  barns, 
stables,  sheds,  warehouses,  repair  shops,  storage  houses, 
buildings,  turn-tables,  tunnels,  subways,  bridges,  viaducts, 
pipe  hues,  conduits,  poles,  wires,  cables,  boilers,  gener- 
ators, engines,  dynamos,  regulators,  reducers,  storage  bat- 
teries, pumps,  valves,  pipings,  meters,  transformers,  con- 
nections, fittings,  cars,  rolling-stock,  trolleys,  trolley  at- 
tachments, springs,  trucks,  car  wheels,  insulators,  brakes, 
motors,  rails,  ties,  tracks,  equipment,  apparatus,  machin- 
ery, tools,  implements,  furniture,  fixtures,  appliances, 
appurtenances,  accessories,  materials,  supplies,  fuel,  leases, 
easements,  rights  of  way,  licenses,  municipal  or  other 
grants,  rights  in,  under,  along,  across  or  over  streets,  al- 
leys and  other  public  places,  franchises,  privileges,  benefits, 
titles,  immunities  and  interests,  whether  legal  or  equitable 
and  howsoever  granted,  created  or  derived,  whether  the 
same  be  for,  in  or  concerning  the  construction,  maintenance 
and  operation  of  railways  or  street  railways,  the  genera- 
tion, distribution  and  sale  of  electricity  or  of  steam  or  hot 
water,  or  otherwise;   all  things  in  action,  inventions,  proc- 


19 

esses,  patents  and  patent  rights,  stocks,  bonds  or  other 
securities,  contracts,  claims  and  demands  of  the  Com- 
pany, and  all  other  property,  real,  personal  and  mixed,  of 
whatsoever  description  and  wherever  situate,  whether  now 
held  by  the  Company  or  hereafter  acquired  by  it;  and 
also  all  the  estate,  interest  and  claim  whatsoever,  in  law  as 
well  as  in  equity,  which  the  Company  has  in  and  to  the 
premises  and  property  hereby  conveyed  to  the  Trustee  or 
intended  or  purported  so  to  be  conveyed. 

To  HAVE  AND  TO  HOLD^ll  and  singular  the  said  property, 
franchises,  privileges  and  immunities  and  all  other  property, 
franchises,  privileges  and  immunities  of  every  nature  and 
character  above  described  or  intended  so  to  be,  and  that  by 
virtue  of  any  provision  hereof  shall  at  any  time  hereafter 
become  subject  to  this  indenture,  unto  the  said  Illinois 
Trust  &  Savings  Bank,  Trustee,  its  successors  and  assigns 
in  said  trust  and  their  and  each  of  their  assigns,  to  their 
own  proper  use,  benefit  and  behoof  forever,  but  in  trust, 
NEVERTHELESS,  for  the  eoual  and  proportionate  benefit  of 
all  present  and  future  holders  of  such  bonds  and  coupons 
issued  and  to  be  issued  by  the  Company  and  certified  by 
the  Trustee  under  this  indenture,  without  preference,  pri- 
ority or  distinction  as  to  lien  or  otherwise  of  any  one  bond 
over  any  other  bond  by  reason  of  priority  in  the  issue  or 
negotiation  thereof  or  otherwise,  upon  and  for  the  trusts, 
uses  and  purposes  and  subject  to  the  covenants,  conditions 
and  privileges  herein  contained. 


ARTICLE   I. 

Execution  and  Delivery  of  the  Bonds. 

Section  1 .  The  bonds  secured  and  to  be  secured  by  these 
presents  aggregate  three  million  five  hundred  thousand 
(3,500,000)  dollars  in  amount,  are  dated  June  1,  1911,  are 
payable  January  1,  1928,  bear  interest  at  the  rate  of  five  (5) 
per  centum  per  annum,  payable  January  1,  1912,  and 
semi-annually    thereafter   on    the    first    days   of    January 


20 

and  July  in  each  year,  and  are  in  the  forms  of  coupon 
bonds  subject  to  registration  and  registered  bonds  with- 
out coupons.  The  coupon  bonds  are  of  the  denomina- 
tion of  one  thousand  (1,000)  dollars  each,  and  are  num- 
bered consecutively  from  one  (1)  to  three  thousand  five 
hundred  (3,500),  inclusive,  and  are  exchangeable  for  reg- 
istered bonds  without  coupons.  The  registered  bonds 
without  coupons  are  of  the  denominations  of  one  thousand 
(1,000)  dollars,  five  thousand  (5,000)  dollars,  ten  thou- 
sand (10,000)  dollars,  and  of  such  other  multiples  of  one 
thousand  (1,000)  dollars  as  shall  be  prescribed  bj^  the  Com- 
pany, are  numbered  consecutively,  are  issued  in  lieu  or  in 
exchange  for  coupon  bonds  not  contemporaneously  out- 
standing, each  registered  bond  without  coupons  having 
endorsed  upon  it  the  number  or  numbers  of  the  coupon 
bond  or  bonds  in  lieu  of  or  in  exchange  for  which  it  is  issued, 
and  each  such  registered  bond  without  coupons  is  exchange- 
able at  a  reasonable  charge  for  a  coupon  bond  or  coupon 
bonds  bearing  such  number  or  numbers. 

Section  2.  Seven  hundred  sixty-nine  thousand  (769,000) 
dollars  face  value  of  the  bonds  hereby  authorized  shall  be 
forthwith  certified  and  delivered  by  the  Trustee  to  the 
Treasurer  of  the  Company  or  upon  his  wTitten  order  or 
orders  without  any  further  action  on  the  part  of  the  Com- 
pany, the  bonds  thus  delivered  being  coupon  bonds  num- 
bered from  one  (1)  to  seven  hundred  sixty-nine  (769),  in- 
clusive, or  registered  bonds  without  coupons  issued  in  lieu 
thereof,  or  partly  such  coupon  bonds  and  partly  such  regis- 
tered bonds  without  coupons. 

Section  3.  The  Trustee  shall,  except  as  provided  in  the 
last  paragraph  of  this  section,  hold  in  its  possession  six  hun- 
dred thousand  (600,000)  dollars  face  value  of  the  bonds  se- 
cured hereby  for  the  purpose  of  taking  up  from  time  to  time 
the  first  mortgage  bonds  of  the  Bloomington  and  Normal 
Railway,  Electric  and  Heating  Company  issued  under  said 
first  mortgage  dated  June  2,  1902,  the  bonds  thus  reserved 
being  coupon  bonds  numbered  from  seven  hundred  seventy 


21 

(770)  to  thirteen  hundred  sixt\''-nine  (1,369)  inclusive  or 
registered  bonds  without  coupons  issuable  in  lieu  thereof  or 
partly  such  coupon  bonds  and  partly  such  registered  bonds 
without  coupons. 

Whenever  the  Company  shall  produce  ajid  dehver  to  the 
Trustee  any  of  said  first  mortgage  bonds  issued  under  said 
first  mortgage  uncancelled,  together  with  the  coupons  not 
then  matured  thereon  and  proof  satisfactory  to  the  Trustee 
of  the  cancellation  of  matured  coupons,  which  proof  may 
consist  of  the  certificate  of  the  trustee  under  the  first 
mortgage,  the  Trustee  shall  at  once  certify  and  deliver 
to  the  Treasurer  of  the  Company  or  upon  his  written 
order  or  orders  an  amount  of  the  bonds  secured  hereby 
equal  to  the  face  value  of  said  first  mortgage  bonds  so  de- 
livered. The  Trustee  shall  thereupon  hold  the  said  first 
mortgage  bonds  thus  delivered  to  it  under  the  trusts  of  this 
mortgage  as  part  of  the  security  for  the  bonds  issued  here- 
under as  hereinafter  provided.  Until  the  Company  shall 
make  default  as  hereinafter  provided,  the  income  from  the 
said  first  mortgage  bonds  so  delivered  to  and  held  by  the 
Trustee  shall  belong  to  the  Company,  and  the  Trustee  shall 
from  time  to  time  as  they  mature  detach  the  coupons  from 
the  said  first  mortgage  bonds,  and  deliver  them  can- 
celled to  the  Treasurer  of  the  Company  or  upon  his  written 
order.  When  there  shall  have  been  delivered  to  the  Trus- 
tee all  of  said  first  mortgage  bonds  which  have  been  cer- 
tified under  said  first  mortgage  of  the  Bloomington  and  Nor- 
mal Railway,  Electric  and  Heating  Company  dated  June  2, 
1902,  the  Trustee  shall,  upon  request  of  the  Company, 
cancel  such  bonds  and  take  the  proper  steps  to  have  said 
first  mortgage  dated  June  2,  1902,  discharged,  and  upon  the 
discharge  of  said  first  mortgage,  the  Trustee  shall  certify 
and  deliver  to  the  Treasurer  of  the  Company  the  balance, 
if  any,  of  the  said  six  hundred  thousand  (600,000)  dollars 
of  bonds  secured  hereby  and  reserved  under  this  section. 

If  at  any  time  the  Company  shall  deliver  to  the  Trustee 
satisfactory   evidence   that   said   first   mortgage   has   been 


22 

discharged,  the  Trustee  shall  thereupon  certify  and  deliver 
to  the  Treasurer  of  the  Company  or  upon  his  WTitten  order 
or  orders  all  of  the  said  six  hundred  thousand  (600,000) 
dollars  of  bonds  secured  hereby  and  reserved  under  this 
section  or  any  portion  thereof  not  already  certified  and  de- 
livered. 

Section  4.  The  Trustee  shall  from  time  to  time  certify 
and  deliver  to  the  Treasurer  of  the  Company  or  upon  his 
wTitten  order  or  orders  bonds  to  the  additional  amount  of 
two  million  one  hundred  thirty-one  thousand  (2,131,000) 
dollars  face  value,  being  coupon  bonds  numbered  from 
thirteen  hundred  seventy  (1370)  to  three  thousand  five 
hundred  (3,500)  inclusive,  or  registered  bonds  without 
coupons  issued  in  lieu  thereof,  or  partly  such  coupon  bonds 
and  partly  such  registered  bonds  without  coupons;  pro- 
vided, however,  that  such  bonds  or  any  of  them  shall  be  so 
certified  and  delivered  by  the  Trustee  only 

(a)  When  the  Company  shall,  after  June  1,  1911, 
have  acquired  and  subjected  to  the  hen  hereof, 
either  as  a  first  lien  or  as  a  lien  subject  only  to  the 
lien  of  said  first  mortgage  dated  June  2,  1902,  new 
property  of  a  permanent  nature  or  have  made  any 
permanent  extensions,  additions,  alterations,  better- 
ments or  improvements  (not  including  therein  repairs 
and  not  including  therein  renevv^als  of  or  substitutions 
for  previously  existing  property,  except  to  the  extent 
that  the  cost  thereof  exceeds  the  cost  when  new  of 
the  things  renewed  or  the  things  replaced)  to,  of,  in 
or  upon  its  property  then  subject  to  the  lien  hereof 
as  aforesaid;   and 

(6)  WTien  such  new  property  of  a  permanent  nature 
or  permanent  extensions,  additions,  alterations,  bet- 
terments or  improvements  shall  not  have  been  used 
as  a  basis  for  the  issue  of  any  bonds  hereunder,  or  as 
a  basis  for  the  release  of  any  property  from  the  lien 
hereof,  or  as  a  basis  for  the  payment  of  anj^  release  or 
insurance  moneys  or  of  any  cash  deposited  against  the 
issue  of  bonds,  by  the  Trustee  to  the  Company  here- 
under or  as  a  basis  for  the  withdrawal  of  any  moneys 
deposited  under  said  first  mortgage;  and 


23 

(c)  WTien  there  shall  have  been  dehvered  to  the 
Trustee  an  affidavit  of  the  President  or  the  Treasurer 
of  the  Company  stating  the  fact  of  the  acquisition  of 
such  new  property  of  a  permanent  nature  or  the  mak- 
ing of  such  permanent  extensions,  additions,  altera- 
tions, betterments  or  improvements,  the  date  of  the 
acquisition  thereof,  the  fact  that  the  same  have  become 
subject  to  the  Hen  of  this  indenture  either  as  a  first  lien 
or  as  a  lien  subject  only  to  the  lien  of  said  first  mort- 
gage dated  June  2,  1902,  stating  in  reasonable  detail 
the  cost  to  the  Company  thereof,  stating  that  no  re- 
pairs are  included  therein,  and  that  no  renewals  of  or 
substitutions  for  previously  existing  property  are  in- 
cluded therein,  except  to  the  extent  that  the  cost 
thereof  exceeds  the  cost  when  new  of  the  things  re- 
newed or  the  things  replaced,  and  stating  that  none  of 
said  new  property  jof  a  permanent  nature,  permanent 
extensions,  additions,  alterations,  betterments  and  im- 
provements has  been  used  as  a  basis  for  the  issue  of 
any  bonds  hereunder,  or  as  a  basis  for  the  release  of 
any  property  from  the  lien  hereof,  or  as  a  basis  for 
the  payment  of  any  release  or  insurance  moneys  or 
of  any  cash  deposited  against  the  issue  of  bonds,  by  the 
Trustee  to  the  Company  hereunder  or  as  a  basis  foi'  the 
withdrawal  of  any  moneys  deposited  under  said  first 
mortgage;  and 

(d)  Upon  a  certificate  of  a  competent  disinterested 
person,  selected  by  the  Trustee  and  paid  by  the  Com- 
pany, stating  the  actual  and  reasonable  cash  cost  to  the 
Company  of  each  item  as  specified  by  him  of  such  new 
property  of  a  permanent  nature,  permanent  extensions, 
additions,  alterations,  betterments  and  improvements 
and  stating  that,  in  his  opinion,  such  new  property, 
extensions,  additions,  alterations,  betterments  and  im- 
provements constitute  new  property  of  a  permanent 
nature,  permanent  extensions,  additions,  alterations, 
betterments  and  improvements,  or  without  such  certifi- 
cate, if  the  Trustee  shall  so  elect  and  the  President  or 
the  Treasurer  of  the  Company  shall  certify  to  the 
Trustee  that  in  his  opinion,  such  new  property,  exten- 
sions, additions,  alterations,  betterments  and  improve- 
ments constitute  new  property  of  a  permanent  nature, 
permanent  extensions,  additions,  alterations,  better- 
ments and  improvements;  and 

(e)  Upon  vote  of  the  Board  of  Directors  of  the  Com- 
pany  stating   the    face    value   and    serial   number   or 


24 

numbers  of  the  bond  or  bonds  to  be  issued,  and  re- 
questing and  directing  the  certification  of  such  bond 
or  bonds  hereunder,  whereof  a  certified  copy  shall  be 
delivered  to  the  Trustee;  and 

(/)  When,  in  case  of  the  acquisition  of  additional 
real  property,  such  real  property  shall,  in  the  opinion 
of  counsel  retained  by  the  Trustee  and  paid  by  the 
Company,  be  free  from  lien  other  than  the  lien  of  this 
indenture  and  have  been  by  indenture  supplemental 
hereto  subjected  to  the  lien  hereof  either  as  a  first  lien, 
or  as  a  lien  subject  only  to  the  lien  of  said  first  mort- 
gage dated  June  2,  1902;  and 

(g)  When  the  net  earnings  of  the  Company  for  the 
preceding  year  shall  have  been  at  least  twice  the 
amount  of  the  interest  charges  on  the  bonds  issued 
under  said  first  mortgage  dated  June  2,  1902,  and 
under  this  mortgage,  including  the  bonds  then  to 
be  issued, — all  as  more  fully  hereinafter  in  this  Ar- 
ticle set  forth,  and  this  fact  shall  have  been  evidenced 
by  an  affidavit  of  the  President  or  the  Treasurer  of  the 
Company;  and 

(h)  To  the  extent  at  their  face  value  of  not  more 
than  eighty  (80)  per  centum  of  the  actual  and  reason- 
able cash  cost  to  the  Company,  of  such  new  property 
of  a  permanent  nature,  permanent  extensions,  addi- 
tions, alterations,  betterments  and  improvements,  as 
determined  by  said  affidavit  and  said  certificate. 

New  property  of  a  permanent  nature  and  permanent 
extensions,  additions,  alterations,  betterments  and  im- 
provements, as  used  in  this  section  and  elsewhere  in  these 
presents,  shall  be  taken  to  include  the  acquisition,  con- 
struction (including  street  paving)  and  equipment  of  addi- 
tional lines  of  railway,  of  extensions  and  improvements  of 
the  present  street  railway,  hot  water,  steam  heating,  electric 
light  and  power  systems  of  the  Company,  or  of  a  gas  sys- 
tem and  extensions  and  improvements  thereof,  real  estate, 
street  paving,  power  houses,  gas  plants,  switches,  sidings, 
car  houses,  shops,  or  other  buildings,  rolling-stock,  and 
equipment  thereof,  wu'es,  pipes,  mains,  conduits,  machinery, 
apparatus  and  other  equipment  and  other  additions  to  exist- 
ing or  future  acquired  lines,  systems  or  equipment,  includ- 


25 

ing  renewals  or  replacements  of,  or  substitutions  for, 
previously  existing  property  of  the  nature  hereinbefore 
described,  but  only  to  the  extent  that  the  cost  thereof 
exceeds  the  cost,  when  new,  of  the  things  renewed  or  the 
things  replaced.  In  no  case  shall  any  expenditures  for 
maintenance  or  renewals  which  are  necessary  to  keep  the 
mortgaged  property  undiminished  in  value,  in  thorough 
repair  and  in  a  high  state  of  operating  efficiency,  or  which 
in  the  ordinary  practice  of  corporations  carrying  on  a  busi- 
ness similar  to  that  carried  on  by  the  Company  are  charged 
to  operating  expenses,  be  deemed  to  be  for  new  property 
of  a  permanent  nature,  or  permanent  extensions,  additions, 
alterations,  betterments  or  improvements;  and  no  choses 
in  action  and  no  securities  of  other  corporations  or  associa- 
tions shall  in  any  case  be  deemed  to  be  new  property  of 
a  permanent  nature,  or  permanent  extensions,  additions, 
alterations,  betterments  or  improvements. 

The  proof  of  any  fact  which  the  Trustee  is  required  to 
know  before  certifying  bonds,  if  not  otherwise  herein  pro- 
vided for,  may  be  made  by  and  in  an  affidavit  of  the  Presi- 
dent or  the  Treasurer  of  the  Company. 

Section  5.  Notwithstanding  the  foregoing  provisions, 
the  Trustee  may  from  time  to  time  certify  and  deliver  to 
the  Treasurer  of  the  Company  or  upon  his  written  order  or 
orders  any  one  or  more  of  said  two  million  one  hundred 
thirty-one  thousand  (2,131,000)  dollars  face  value  of  bonds, 
being  coupon  bonds  numbered  from  thirteen  hundred 
seventy  (1370)  to  thirty-five  hundred  (3500)  inclusive,  or 
registered  bonds  without  coupons  issued  in  lieu  thereof,  or 
partly  such  coupon  bonds  and  partly  such  registered  bonds 
without  coupons,  upon  the  deposit  with  the  Trustee  in 
cash  of  the  face  value  of  the  bonds  thus  certified  and  de- 
livered and  upon  vote  of  the  Board  of  Directors  of  the 
Company  stating  the  face  value  and  serial  number  or  num- 
bers of  the  bond  or  bonds  to  be  issued,  and  requesting  and 
directing  the  certification  of  such  bond  or  bonds  hereunder, 
whenever  the  net  earnings  of  the  Company  for  the  pre- 
ceding year  shall  have  been  at  least  twice  the  amount  of 


26 

the  interest  charges  on  the  bonds  issued  under  said  first 
mortgage  dated  June  2,  1902,  and  under  this  mortgage, 
including  the  bonds  then  to  be  issued, — all  as  more  fully 
hereinafter  in  this  Article  set  forth;  provided  that  the 
amount  of  cash  held  by  the  Trustee  at  any  one  time  as  a 
result  of  such  deposits  shall  never  exceed  eight  hundred 
thousand  (800,000)  dollars. 

All  moneys  received  by  the  Trustee  under  t^e  provisions 
of  this  section  shall  be  held  by  it  as  a  special  deposit  as 
security  for  the  principal  and  interest  of  the  bonds  and 
coupons  secured  hereby,  and  shall  be  repaid  by  the  Trustee 
to  the  Company  in  amounts  from  time  to  time  equal  to 
eighty  (80)  per  centum  of  the  actual  and  reasonable  cash 
cost  of  new  property  of  a  permanent  nature,  permanent  ex- 
tensions, additions,  alterations,  betterments  and  improve- 
ments acquired  or  made  by  the  Company,  upon  compliance 
by  the  Company  with  each  and  all  of  the  provisions  and 
conditions  hereinabove  in  this  article  contained  regulating 
the  issue  under  this  indenture  of  said  bonds  hereinabove 
in  this  section  first  described,  excepting,  however,  the  para- 
graph fixing  the  amount  of  bonds  at  eighty  (80)  per  centum 
of  certain  actual  and  reasonable  cash  cost,  as  that  paragraph 
is  not  by  its  terms  applicable,  and  its  place  has  been  taken 
by  the  specific  provision  hereinabove  contained;  and  except- 
ing the  paragraph  concerning  the  ratio  of  net  earnings  to 
interest  charges;  and  excepting  also  that  the  vote  of  the 
Directors  required  by  said  provisions  shall  cover  the  amount 
of  cash  to  be  paid  out  by  the  Trustee  instead  of  the  face 
value  and  serial  number  or  numbers  of  the  bonds  to  be 
issued. 

Section  6.  No  expenditure  for  maintenance  or  renewals 
which  in  the  ordinary  practice  of  companies  doing  a  similar 
business  is  charged  to  operating  expenses  shall  be  deemed 
to  be  for  new  property  of  a  permanent  nature  or  permanent 
extensions,  additions,  alterations,  betterments  or  improve- 
ments, and  no  choses  in  action,  and  no  securities  of  other 
corporations  or  associations  shall  be  deemed  to  be  new 


27 

property  of  a  permanent  nature,  or  permanent  extensions, 
additions,  alterations,  betterments  or  improvements. 

Section  7.  No  bonds  shall  be  certified  by  the  Trustee 
hereunder  except  the  seven  hundred  sixty-nine  thousand 
(769,000)  dollars  face  value  of  bonds  hereinbefore  in  this 
Article  authorized  to  be  certified  forthwith  upon  the  execu- 
tion and  delivery  of  this  indenture  and  the  six  hundred 
thousand  (600,000)  dollars  par  value  of  bonds  hereinbefore 
in  this  Article  authorized  to  be  reserved  and  issued  against 
said  first  mortgage  bonds  of  the  Bloomington  &  Normal 
Railway,  Electric  &  Heating  Company,  unless  and  until  the 
net  earnings  of  the  Company  for  the  preceding  year  shall 
have  been  at  least  twice  the  annual  bond  interest  charge 
of  the  Company.  The  expression  ''net  earnings  of  the 
Company  for  the  preceding  year"  as  above  used  and  as 
hereinbefore  in  this  Article  used,  shall  in  the  case  of  each 
application  for  the  certification  of  bonds  be  construed  to 
mean  the  gross  earnings  less  all  operating  expenses,  taxes, 
and  insurance  for  a  period  of  twelve  (12)  calendar  months 
ending  not  more  than  sixty  (60)  days  prior  to  the  date 
of  such  application.  The  expression  "annual  bond  in- 
terest charge  of  the  Company"  shall  in  the  case  of  each 
such  application  for  certification  of  bonds  be  construed  to 
include  the  annual  interest  charges  upon  all  bonds  then 
outstanding  under  said  first  mortgage  dated  June  2,  1902, 
and  the  annual  interest  charge  upon  all  bonds  then  out- 
standing under  this  indenture  and  the  equivalent  of  the 
annual  interest  charge  upon  the  bonds  which  it  is  then 
proposed  to  certify  hereunder,  including  in  each  case  all 
bonds  held  in  sinking  funds  under  the  provisions  of  the 
respective  mortgages  securing  the  same,  but  not  including 
any  bonds  issued  under  said  first  mortgage  and  held  by  the 
Trustee  hereunder  as  part  of  the  security  for  the  bonds 
issued  hereunder. 

Section  8.  The  Trustee,  endeavoring  in  good  faith  to 
act  in  accordance  with  the  several  foregoing  provisions,  as 
construed  by  it  or  by  counsel,  shall  not  be  responsible  for 
the  certification  or  delivery  of  any  bonds  under  this  Article. 


28 

Section  9.  The  Company  shall  from  time  to  time 
execute  and  deliver  to  the  Trustee  such  coupon  bonds 
and  such  registered  bonds  without  coupons  as  the  Trustee 
shall  require  for  the  purpose  of  issue  or  exchange.  Bonds 
executed  in  behalf  of  the  Company  by  persons  who  shall 
at  the  time  of  the  execution  thereof  be  its  President  or  Vice- 
President  and  Treasurer  or  Assistant  Treasurer,  or  other 
officers  thereto  then  authorized,  and  coupons  bearing  the 
facsimile  signature  of  a  person  who  at  any  time  shall 
have  been  the  Treasurer  of  the  Company,  shall,  upon 
certification  by  the  Trustee,  be  valid  obligations  of  the 
Company  and  shall  come  within  the  security  of  this  in- 
denture, notwithstanding  the  fact  that  one  or  more  or 
all  of  such  persons  shall  cease  to  hold  his  or  then-  offices 
in  the  Company  before  the  certification  or,  as  to  the  fac- 
simile signature  of  the  Treasurer,  before  the  execution 
or  before  the  certification  of  such  bonds.  In  case  of  the 
acquisition  by  any  other  corporation  of  the  property  mort- 
gaged hereby,  such  other  corporation  may  similarly,  by 
its  officers  thereto  duh'  authorized,  execute  for  purposes 
of  exchange  only,  bonds  to  be  secured  hereby,  in  the  name 
of  the  Company  and  as  its  agent,  and  the  Company  hereby 
specifically  authorizes  such  action  and  ratifies  the  same. 

All  bonds  certified  by  the  Trustee  heremider  shall  be 
conclusively  deemed  to  be  valid  obligations  of  the  Company, 
not  only  against  the  Company,  but  against  the  mortgaged 
property  and  all  claimants  thereto  and  as  against  the  other 
bondholders  hereunder;  and  the  Trustee  shall  be  under  no 
liability  whatever  on  account  of  any  defect  or  invalidity  in 
the  execution  of  any  bonds  certified  by  it  hereunder. 

All  bonds  shall  be  dated  June  1,  1911.  The  Trustee 
before  delivering  any  coupon  bonds  shall  detach  and  cancel 
all  coupons  then  matured.  Registered  bonds  without  cou- 
pons shall  bear  interest  from  the  first  day  of  Januaiy  or 
the  fiirst  day  of  July,  as  the  case  may  be,  next  preceding 
the  date  of  the  certification  thereof  by  the  Trustee  or  from 
such  date  of  certification  by  the  Trustee  if  it  be  a  first  day 


29 

of  January  or  first  day  of  July.     The  Trustee  shall  mark 
such  date  of  certification  upon  every  such  bond. 

Section  10.  Pending  the  engraving  of  the  bonds  to  be 
secured  hereby,  the  Company  maj^  execute  and  issue  one 
or  more  temporary  bonds  of  an  aggregate  face  value  not 
exceeding  seven  hundred  sixty-nine  thousand  (769,000) 
dollars.  Such  temporary  bond  or  bonds  shall,  upon  request 
of  the  Company,  be  certified  by  the  Trustee  to  be  the  tem- 
porary bond  or  bonds  referred  to  in  this  indenture,  and 
upon  such  certification  such  temporary  bond  or  bonds  shall 
be  delivered  by  the  Trustee  to  the  Treasurer  of  the  Company 
or  upon  his  written  order  or  orders.  Upon  the  surrender  to 
and  cancellation  by  the  Trustee  of  such  temporary  bond  or 
bonds,  or  any  of  them,  the  Trustee  shall  certify  permanent 
bonds  to  the  face  value  of  such  temporary  bonds  so  sur- 
rendered and  cancelled.  Such  temporary  bond  or  bonds 
shall  be  secured  by  and  entitled  to  the  benefit  of  the  pro- 
visions of  this  indenture  to  the  same  extent  and  as  fully  as 
the  bonds  to  be  ultimately  issued,  and  shall  until  cancella- 
tion be  deemed  the  bond  or  bonds  secured  hereby  to  the 
extent  to  which  they  are  issued  and  certified. 

Section  11.  In  case  any  bond  issued  hereunder,  with  the 
coupons,  if  any,  thereto  appertaining,  shall  become  mutilated 
or  be  destroyed,  the  Company  in  its  discretion  may  issue, 
and  thereupon  the  Trustee  may  certify  and  deUver,  a  new 
bond  of  like  tenor,  bearing  the  same  number,  in  exchange 
and  substitution  for  and  upon  cancellation  of  the  mutilated 
bond  and  such  coupons,  or  instead  of  the  bond  and  such 
coupons,  so  destroyed,  upon  receipt  of  satisfactory  evidence 
of  the  destruction  of  the  bond  and  coupons,  if  any,  and 
upon  receipt  of  satisfactory  indemnit}-. 

ARTICLE   II. 

Call  and  Payment  of  the  Bonds. 

The  Company  may  call  and  pay,  on  any  semi-annual 
interest  day,   all,   but  not  less  than  all,   the  outstanding 


30 

bonds  secured  hereby  at  their  face  value  plus  a  premium 
of  two  and  one-half  (23/2)  per  centum  and  accrued  interest 
to  said  interest  day  in  the  following  manner.  The  Com- 
pany shall  publish  notice  of  said  call  twice  a  week  for 
five  (5)  successive  weeks  in  a  newspaper  of  general  cir- 
culation pubhshed  in  Chicago,  Illinois,  and  in  a  news- 
paper of  general  circulation  published  in  Boston,  Massa- 
chusetts, the  first  publication  in  each  paper  to  be  'not 
less  than  sixty  (60)  days  prior  to  the  date  fixed  for  such 
payment,  and  shall  mail  a  notice  thereof  to  the  registered 
holder  of  any  bond  thus  called  at  his  registered  address. 
Before  the  date  fixed  in  the  call  for  payment  the  Company 
shall  deposit  with  the  Trustee  a  sum  of  money  sufficient 
to  pay  on  the  terms  above  stated  all  bonds  so  called  and 
not  by  it  deposited,  cancelled,  with  the  Trustee,  and 
sufficient  in  addition  to  pay  all  costs  and  charges  payable 
hereunder.  The  Trustee  shall  cancel  all  such  bonds  thus 
called  upon  the  presentation  thereof  for  payment.  In 
case  any  question  shall  arise  as  to  whether  any  notice 
provided  for  in  this  article  shall  have  been  given  as  provided, 
such  question  shall  be  decided  by  the  Trustee,  whose  decis- 
ion shall  be  final  and  binding  upon  all  parties  in  interest. 

Upon  such  deposit  the  money  deposited  shall,  from  the 
date  fixed  in  the  call  for  pajTnent,  stand  as  security  for  the 
bonds  so  called  and  not  deposited,  cancelled,  with  the 
Trustee,  in  lieu  of  the  property  covered  by  the  lien  hereof. 
If  such  notice  is  given  and  deposit  made,  interest  on  all 
bonds  so  called  shall  cease  from  and  after  the  date  fixed  in 
the  call  for  payment.  All  sums  of  money  which  are  payable 
under  the  foregoing  provisions  are  payable  in  gold  coin  of 
the  United  States  of  America  of  the  present  standard  of 
weight  and  fineness. 

In  addition  to  the  provisions  in  this  Article  contained 
the  bonds  issued  hereunder  are  subject  to  call  for  the  sink- 
ing fund  under  the  provisions  in  regard  thereto  hereinbelow 
contained. 


31 

ARTICLE   III. 
Possession  and  Use  of  Property  before  Default. 

Section  1.  The  Trustee  shall  until  default  permit  the 
Company  to  possess,  operate,  use  and  enjoy  the  mortgaged 
estate  and  receive  and  disburse  the  income,  revenue  and 
profits  therefrom  as  fully  and  completely  as  if  this  indenture 
had  not  been  made,  but  not  inconsistently  with  the  secu- 
rity hereby  created,  and  to  that  end  the  Company  shall  have 
the  right,  until  default,  to  enjoy  and  receive  the  benefit 
of  all  contracts  made  by  it  in  the  course  of  its  business, 
and  may,  without  seciu-ing  the  consent  of  the  Trustee,  from 
time  to  time  in  the  usual  course  of  business,  sell  its  manu- 
factured product  or  any  goods,  wares,  merchandise  or  com- 
modities which  it  shall  deal  in  in  the  usual  course  of  its 
business. 

Section  2.  The  shares  of  stock  of  the  Bloomington  & 
Normal  Pv  ail  way,  Electric  &  Heating  Company,  of  the 
Consumers  Light  &  Heat  Company,  and  the  Consumers 
Heat  and  Electric  Company  covered  hereby  shall  be  assigned 
and  delivered  to  the  Trustee,  or  its  nominee,  and  certificates 
for  such  stock  transferred  to  the  Trustee  or  such  person  as 
it  may  designate,  to  be  held  under  the  provisions  hereof ;  or, 
at  the  Trustee's  option,  the  certificates  for  such  stock  shall 
be  endorsed  in  blank  and  thus  held  by  the  Trustee  or  its 
nominee  without  any  transfer  thereof.  The  Trustee  shall, 
whenever  requested  by  the  Company,  assign  and  transfer  to 
the  persons  designated  by  the  Company  such  number  of 
shares  of  stock  covered  hereby  as  aforesaid  as  may  be  neces- 
sary or  desirable  to  qualify  such  persons  as  directors,  trustees 
or  officers  of  the  corporation  issuing  such  stock.  The  Trustee 
shall  likewise  give  or  cause  to  be  given  to  the  Company,  upon 
request,  proxies  in  proper  form,  authorizing  the  Company  or 
its  officers  or  agents  or  nominee  to  vote  upon  all  such  stock 
at  stockholders'  meetings. 

Section  3.  The  Company  may  at  any  time  cause  any 
one  or  more  or  all  of  the  Bloomington  &  Normal  Railway, 


32 

Electric  &  Heating  Company,  the  Consumers  Light  & 
Heat  Company,  the  Consumers  Heat  and  Electric  Com- 
pany and  the  City  District  Heating  Company  to  be  dis- 
solved and  the  property  thereof  transferred  to  the  Company, 
and  the  Trustee  shall,  upon  notice  from  the  Company  of  its 
intention  so  to  dissolve  any  one  or  more  or  all  of  said  cor- 
porations, give  or  cause  to  be  given  such  proxies  and  take 
such  steps  as  shall  be  requested  by  the  Company.  No 
transfer  of  any  property  of  any  of  said  corporations  to  the 
Company,  whether  upon  such  dissolution  or  otherwise, 
shall  be  used  as  a  basis  for  the  issue  of  any  bonds  hereunder 
or  for  the  release  of  any  property  from  the  lien  hereof  or  as 
a  basis  for  the  payment  of  any  release  or  insurance  moneys 
or  of  any  cash  deposited  against  the  issue  of  bonds  by  the 
Trustee  to  the  Company  hereunder. 


ARTICLE   IV. 
Covenants  of  the  Company. 

Section  1.  The  Company  covenants  to  pay  said  bonds 
and  coupons,  and  to  perform  all  the  obligations  by  it  to 
be  performed  therein  and  herein  contained. 

Section  2.  The  Company  covenants  to  pay,  when 
the  same  shall  become  due  and  payable  from  time  to  time, 
all  valid  taxes,  government  charges,  calls  and  assessments 
of  every  name  and  nature  assessed  or  laid  upon  the  property 
mortgaged  hereunder,  or  upon  any  part  thereof,  or  on  any 
interest  therein,  or  on  the  income  and  profits  thereof,  and 
all  sums  which  may  become  due  or  payable  on  account  of 
or  under  the  terms  of  any  and  all  licenses,  franchises  or 
municipal  ordinances;  and  in  case  the  Company  fails  thus 
to  pay  any  of  the  taxes,  government  charges,  calls  and  as- 
sessments herein  mentioned,  or  any  sums  due  or  payable 
on  account  of  or  under  the  terms  of  any  licenses,  franchises 
or  municipal  ordinances  as  aforesaid  within  thirty  (30) 
days  after  the  same  shall  have  become  due  and  payable, 


33 

and  also  within  such  time  as  they  may  be  paid  without  pen- 
alty or  interest,  or,  in  case  such  failure  may  cause  the  loss 
by  the  Company  of  any  of  its  licenses,  rights,  privileges  or 
franchises  which  are  necessary  to  enable  it  to  operate  and 
maintain  as  constructed  any  substantial  portion  of  its  plants 
or  systems,  forthwith  upon  the  same  becoming  due  and 
payable,  the  Trustee  shall  have  the  right  at  its  option,  and 
upon  being  indemnified  to  its  reasonable  satisfaction  and 
requested  in  \\Titing  by  the  holders  of  at  least  one-tenth 
(1-10)  of  the  bonds  outstanding  so  to  do,  it  shall  be  its  duty, 
upon  receipt  of  sufficient  funds  for  that  purpose,  to  pay 
all  said  taxes,  government  charges,  calls  and  assessments 
or  other  sums  itself,  unless  the  same  shall  in  the  Trustee's 
opinion  be  in  good  faith  contested  by  the  Company  and 
proceedings  to  enforce  the  same  shall  have  been  stayed 
pending  such  contest;  and  thereupon  the  Company  shall 
repay  to  the  Trustee  the  amount  thereof  upon  demand, 
with  interest  at  the  rate  of  six  (6)  per  centum  per  annum 
from  the  time  the  same  was  paid  by  the  Trustee.  The 
amount  of  any  such  payments  by  the  Trustee  shall,  until 
paid,  constitute  a  lien  upon  the  property  covered  by  this 
indenture,  and  in  case  of  default  shall  be  repaid  to  the 
Trustee  before  any  payments  are  made  on  any  bonds  or 
coupons.  The  Trustee  shall  be  under  no  obligation  to 
make  any  such  payments  unless  requested  by  the  holders 
of  one-tenth  (1-10)  in  amount  of  the  bonds  outstanding 
and  indemnified  to  its  reasonable  satisfaction,  and  unless 
the  necessary  funds  for  that  purpose  be  first  furnished  it. 
Section  3.  The  Company  covenants  that  it  will  dili- 
gently preserve  its  corporate  existence  and  all  rights,  loca- 
tions, franchises  and  ordinances  now  or  hereafter  acquired 
which  are  or  shall  be  essential  to  the  operation  and  main- 
tenance as  constructed  of  any  substantial  portion  of  its 
plants  or  systems;  provided,  however,  that  it  may,  contem- 
poraneously with  the  acceptance  or  other  acquisition  of 
any  new  ordinance  or  franchise  in  place  of  any  existing 
ordinance  or  franchise,  suiTender  or  cancel  such  existing 


34 

ordinance  or  franchise  if  requii'ed  so  to  do  as  a  condition 
precedent  to  the  acceptance  or  other  acquisition  of  such 
new  ordinance  or  franchise  and  if,  in  the  opinion  of  a  com- 
petent disinterested  person  selected  by  the  Trustee  and 
paid  by  the  Company,  such  surrender  or  cancellation  is 
for  the  best  interest  of  the  bondholders  hereunder.  In 
such  case  the  Trustee  shall,  upon  request  of  the  Company, 
join  in  the  surrender  or  cancellation  of  such  existing  franchise 
or  ordinance,  and  the  Trustee  so  joining  or  requesting  shall 
be  without  liability  in  regard  thereto. 

Section  4.  The  Company  covenants  that  it  will  at  all 
times  keep  its  insurable  property  suitably  insured  against 
loss  or  damage  by  fire  and  boiler  explosion  in  such  amounts 
and  in  such  insurance  companies  as  will  reasonably  protect 
the  interest  of  the  bondholders  hereunder.  The  policies 
for  such  insurance  shall  be  made  payable  to  and  shall  be 
delivered  to  the  Trustee  unless  made  payable  to  and  de- 
livered to  the  trustee  under  said  first  mortgage.  In  case 
the  property  of  the  Company  is  not  suitably  insured  in  the 
opinion  of  the  Trustee,  the  Trustee  may  cause  insurance  to 
be  placed  thereon  in  such  amounts  and  in  such  insurance 
companies  as  the  Trustee  shall  decide.  The  Trustee  shall 
upon  the  written  request  of  the  holders  of  one-tenth  (1-10) 
in  amount  of  the  bonds  then  outstanding  specifying  the 
property  to  be  insured  and  the  amount  of  insurance,  and 
upon  being  indemnified  to  its  reasonable  satisfaction,  cause 
insurance  to  be  placed  upon  the  property  specified  in  such 
request  in  the  amount  therein  required,  provided  the  neces- 
sary funds  to  procure  the  same  are  furnished  the  Trustee. 
In  every  such  case  the  Company  shall  repay  to  the  Trustee, 
upon  demand,  the  amount  of  the  premiums  expended  by  it, 
together  with  interest  thereon  at  the  rate  of  six  (6)  per 
centum  per  annum  from  the  time  of  the  expenditure  by  the 
Trustee.  The  amount  of  any  such  expenditure,  with  in- 
terest until  repaid  to  the  Trustee,  shall  constitute  a  lien  on 
the  property  covered  by  these  presents,  and  in  case  of  de- 
fault shall  be  repaid  to  the  Trustee  before  any  payments 


35 

are  made  on  any  bonds  or  coupons  as  herein  provided. 
The  Trustee  shall  not  be  responsible  for  the  insuring  of 
property  or  for  renewals  of  such  insurance  or  for  the  amount 
of  insurance,  except  when  requested  and  indemnified  as 
aforesaid,  and  furnished  with  the  funds  for  that  purpose,  and 
then  only  for  neglect  to  comply  with  such  request. 

All  moneys  received  by  the  Trustee  from  any  insurance 
shall  be  held  by  it  as  security  for  the  principal  and  interest 
of  the  bonds  and  coupons  secured  hereby.  In  case  the 
Company  shall,  within  one  year  from  the  date  of  the  receipt 
of  any  such  moneys  by  the  Trustee,  make  any  reconstruc- 
tions, replacements  or  repairs  of  or  upon  the  property 
damaged  or  injured  on  account  of  which  the  insurance 
money  became  payable,  or  acquire  any  new  property  of 
a  permanent  nature,  or  make  any  permanent  extensions, 
additions,  alterations,  betterments  or  improvements  (not 
including  therein  repairs  and  not  including  therein  renewals 
of  or  substitutions  for  previously  existing  property  other 
than  the  property  so  damaged  or  injured,  except  to  the 
extent  that  the  cost  thereof  exceeds  the  cost  when  new 
of  the  things  renewed  or  the  things  replaced)  to,  of,  in  or 
upon  its  property,  and  such  repairs,  replacements,  recon- 
structions, new  property  of  a  permanent  nature,  or  per- 
manent extensions,  additions,  alterations,  betterments  or 
improvements  shall  have  been  subjected  to  the  lien  of  this 
indenture  either  as  a  fu'st  lien  or  as  a  lien  subject  only  to  the 
lien  of  said  fii'st  mortgage  dated  June  2,  1902,  and  shall  not 
have  been  used  as  a  basis  for  the  issue  of  any  bonds  hereunder 
or  as  a  basis  for  the  release  of  any  property  from  the  lien 
hereof,  or  as  a  basis  for  the  payment  of  any  release  or  in- 
surance moneys  or  of  any  cash  deposited  against  the  issue 
of  bonds,  by  the  Trustee  to  the  Company  hereunder  or  as  a 
basis  for  the  withdrawal  of  any  moneys  deposited  under 
said  first  mortgage,— then  and  in  such  case  the  Trustee  shall 
pay  over  to  the  Company  in  instalments  from  time  to  time 
such  portions  of  such  moneys  as  shall  equal  the  cost  of  such 
repairs,   replacements,  reconstructions,  new  property  of  a 


36 

permanent  nature,  or  permanent  extensions,  additions,  al- 
terations, betterments  or  improvements;  the  acquisition  or 
the  making,  and  the  permanence  thereof,  the  fact  of  the 
same  having  become  subject  to  the  lien  of  this  indenture, 
either  as  a  first  lien  or  as  a  lien  subject  only  to  the  lien 
of  said  first  mortgage  dated  June  2,  1902,  the  cost  thereof, 
the  fact  of  non-user  for  the  purposes  above  in  this  para- 
graph enumerated,  the  fact  that  the  same  include  no  repairs 
and  no  renewals  of  or  substitutions  for  previously  existing 
property  (other  than  of  or  for  the  property  damaged  or 
injm*ed  on  account  of  which  the  insurance  moneys  became 
payable) ,  except  to  the  extent  that  the  cost  thereof  exceeds 
the  cost  when  new  of  the  things  renewed  or  the  things 
replaced,  and,  in  the  case  of  additional  real  property,  the 
title  thereof,  having  first  been  certified  to  the  Trustee  in 
the  manner  above  required  in  the  case  of  the  issue  of  bonds. 

If  the  Company  in  good  faith  shall  have  begun  the  recon- 
struction, replacement  or  repair  of  the  said  property  or 
any  portion  thereof,  or  the  construction  of  permanent 
extensions,  additions,  alterations,  betterments  or  improve- 
ments as  aforesaid,  but,  owing  to  the  extent  of  the  work 
undertaken  or  because  of  unavoidable  or  reasonable  delays, 
a  greater  length  of  time  for  the  completion  of  such  work 
is  required  than  one  year,  then  the  Trustee  in  its  absolute 
discretion  may  extend  the  time  for  the  completion  of  such 
work  for  a  further  period  or  for  successive  further  periods 
not  exceeding  in  the  aggregate  one  year;  and  the  Company 
shall  have  the  same  right,  during  such  extended  period  or 
periods,  to  receive  portions  of  said  insurance  money  in  the 
same  manner  as  if  said  work  had  been  performed  within 
the  period  of  the  first  year. 

After  the  expnation  of  such  original  one-year  period  and 
of  any  extensions  thereof  granted  by  the  Trustee,  or  at  any 
earlier  date  at  the  request  of  the  Company,  the  Trustee  shall 
add  such  insurance  moneys,  or  the  balance  thereof  then 
remaining  in  its  hands,  to  the  sinking  fund,  and  shall  apply 
the  same  to  the  purchase  or  call  of  bonds  in  the  manner  here- 
inafter provided  therefor. 


37 

In  case  of  any  loss  covered  by  any  policy  of  insurance, 
any  appraisement  or  adjustment  of  such  loss  and  settle- 
ment and  payment  of  indemnity  therefor  which  may  be 
agreed  upon  between  the  Company  and  any  insurance 
company  may  be  consented  to  and  accepted  by  the  Trus- 
tee, and  the  Trustee  shall  be  in  no  way  liable  or  responsi- 
ble for  the  adjustment  or  collection  of  any  insurance  in 
case  of  any  loss. 

Any  such  insurance  moneys  in  the  hands  of  the  Trustee 
from  time  to  time  shall  draw  interest  at  the  current  rate 
paid  by  the  Trustee  upon  funds  of  like  character  held  by  it 
upon  deposit. 

Section  5.  The  Company  covenants  that  it  will  not 
commit  or  suffer,  or  permit  others  to  commit,  strip  or  waste 
of  any  of  the  mortgaged  estate,  and  the  Company  further 
covenants  that  it  will  at  all  times  maintain,  preserve  and 
keep  its  plants  and  systems  and  all  parts  thereof  in  thorough 
repair,  working  order  and  condition,  and  fully  supplied  with 
all  necessary  equipment ;  that  it  will  from  time  to  time  make 
all  needful  and  proper  repairs,  renewals,  replacements 
and  alterations,  so  that  its  business  and  every  part  thereof 
shall  at  all  times  be  carried  on  with  safety  and  despatch; 
that  it  will  not  do  or  omit  to  do  any  act  or  thing  whereby 
its  property-,  licenses,  locations,  franchises  or  rights  under 
any  ordinances  or  by-laws  may  become  lost  or  impaired  or 
subject  to  forfeiture;  and  that  it  will  at  all  times,  upon 
request,  furnish  the  Trustee  with  a  schedule  showing  hi 
reasonable  detail  the  items  of  the  estate,  property  and 
franchises  covered  by  this  mortgage  or  intended  or  purported 
so  to  be  covered. 

Section  6.  The  Company  covenants  that  none  of  the 
l)roperty  now  owned  by  any  of  the  following  corporations, 
viz., — Bloomington  c^-  Normal  Railway,  Electric  (fc  Heating 
Company,  Consumers  Light  &  Heat  Company,  Consumers 
Heat  and  Electric  Company  and  City  District  Heating 
Company,  shall  be  sold  or  transferred  other  than  to  the 
Company. 


38 

Section  7.  The  Company  covenants  with  the  Trustee 
that  the  mortgaged  property,  and  all  parts  thereof,  is  free 
and  clear  of  all  liens  of  every  nature  having  priority  or  which 
may  become  entitled  to  priority  over  these  presents,  except 
as  to  said  first  mortgage  dated  June  2,  1902,  and  except 
property,  privileges,  immunities  and  franchises  which  may 
be  hereafter  acquired  by  it  and  which  shall  not  have  been 
used  as  the  basis  of  any  issue  of  bonds  hereunder,  or  as  the 
basis  for  the  release  of  any  property  from  the  lien  hereof, 
or  as  the  basis  for  the  pajinent  of  any  insurance  or  release 
moneys  or  cash  deposited  against  the  issue  of  bonds  here- 
under to  the  Company  by  the  Trustee  hereunder.  The 
Company  further  covenants  with  the  Trustee  that  it  has 
good  title  to  and  full  power  and  authority  to  sell  and  convey 
the  property  hereby  conveyed  or  purported  to  be  conveyed, 
except  as  aforesaid,  and  that  it  will  warrant  and  defend  the 
lien  and  interest  of  the  Trustee  in  said  property  against  the 
lawful  claims  of  every  person  and  all  persons  claiming  or 
to  claim  the  same.  The  Company  further  covenants  not 
to  suffer  any  lien  superior  or  equal  to  the  lien  hereof  to 
attach  to  the  mortgaged  estate. 

Section  8.  The  Company  covenants  to  keep  this  in- 
denture at  all  times  properlj^  filed  and  recorded  in  such 
manner  and  at  such  places  as  may  be  required  to  establish 
and  maintain  the  superior  lien  hereof  on  the  property  mort- 
gaged hereunder. 

Section  9.  The  Company  covenants  to  make,  execute, 
acknowledge,  deliver  and  record,  as  often  as  requested  by 
the  Trustee,  any  confirmatory,  renewal,  supplemental  or 
other  indentures  and  any  other  instruments  or  conveyances 
which,  in  the  opinion  of  the  Trustee,  are  or  may  be  neces- 
sary to  subject  to  the  lien  hereof  the  property  mortgaged  or 
pledged  hereunder  or  any  additional  property  which  may 
be  acquired  by  the  Company. 


39 


ARTICLE   V. 

Sale  and  Release  of  Property  before  Default. 

Section  1.  The  Company  may  at  any  time  before  de- 
fault, without  the  consent  of  the  Trustee,  sell  or  otherwise 
dispose  of  any  part  of  the  mortgaged  estate  which  may  have 
become  worn  or  damaged  or  otherwise  unsuitable  to  be  used 
in  the  conduct  of  the  Company's  business,  provided  that 
other  property  of  equal  value  shall  have  been  substituted 
therefor,  and  provided  that  the  Compan}^  shall  not  under 
this  provision,  without  the  consent  of  the  Trustee,  sell  or 
dispose  of,  in  any  six  (6)  successive  months,  property  ex- 
ceeding in  value  the  sum  of  three  thousand  (3,000)  dollars. 

Section  2,  The  Trustee  may  from  time  to  time,  at  the 
request  of  the  Company",  release  from  the  lien  of  this  in- 
denture any  of  the  mortgaged  estate  when  in  its  judgment, 
based  upon  the  certificate  of  a  competent  disinterested  per- 
son selected  by  it  and  paid  by  the  Company,  or,  if  the 
Trustee  shall  so  elect,  upon  the  certificate  of  the  President 
or  the  Treasurer  of  the  Company,  other  property  of  equal 
value  for  the  purposes  of  the  Company  shall  have  been 
substituted  therefor  and  subjected  to  the  lien  hereof  either 
as  a  first  lien  or  as  a  lien  subject  only  to  the  lien  of  said 
first  mortgage  dated  June  2,  1902.  Property  acquired 
before  any  such  request  for  a  release  may  be  treated  as  a 
substitute  for  property  to  be  released,  provided  the  Trustee 
shall  have  been  notified  in  writing  by  the  Company  at  or 
before  the  acquisition  of  such  property  that  it  is  intended 
as  a  basis  for  a  future  release. 

Section  3.  The  Trustee  may  also  from  time  to  time,  at 
the  request  of  the  Company,  release  from  the  lien  of  this 
indenture  any  of  the  mortgaged  estate  when  the  Company 
makes  deposit  with  the  Trustee  hereunder  or,  in  the  case 
of  property  subject  to  the  first  mortgage,  with  the  trustee 
under  said  first  mortgage  of  money  equal  in  amount  to  the 


40 

value  of  the  property  to  be  released,  as  determined  by  the 
certificate  of  a  competent  disinterested  person  selected  by 
the  Trustee  and  paid  by  the  Company,  or,  if  the  Trustee 
shall  so  elect,  by  the  certificate  of  the  President  or  the 
Treasurer  of  the  Company.  The  deposit  of  money  in 
accordance  with  the  provisions  hereof  with  the  trustee  under 
said  first  mortgage  may  be  evidenced  by  the  delivery  to 
the  Trustee  hereunder  of  a  certificate  of  the  trustee  under 
said  first  mortgage. 

All  moneys  received  by  the  Trustee  under  the  provisions 
of  this  Article  shall  be  held  by  it  as  security  for  the  principal 
and  interest  of  the  bonds  and  coupons  secured  hereby.  In 
case  the  Company  shall  within  one  year  from  the  date  of  the 
receipt  of  any  such  moneys  by  the  Trustee  replace  or  ac- 
(juire  substitutions  for  the  property  on  account  of  the  release 
of  which  such  moneys  were  received,  or  acquire  any  new 
propertj^  of  a  permanent  nature  or  make  any  permanent 
extensions,  additions,  alterations,  betterments  or  improve- 
ments (not  including  therein  repairs,  and  not  including 
therein  renew^als  of  or  substitutions  for  previously  existing 
property,  other  than  the  property  so  released,  except  to 
the  extent  that  the  cost  thereof  exceeds  the  cost  when  new 
of  the  things  renewed  or  the  things  replaced)  to,  of,  in  or 
upon  its  property,  and  such  replacements,  substitutions,  new 
property  of  a  pennanent  nature  or  permanent  extensions, 
additions,  alterations,  betterments  or  improvements  shall 
have  been  subjected  to  the  lien  of  this  indenture,  either  as  a 
first  lien  or  as  a  lien  subject  only  to  the  lien  of  said  first 
mortgage  dated  June  2,  1902,  and  shall  not  have  been  used 
as  a  basis  for  the  issue  of  any  bonds  hereunder,  or  as  the 
basis  for  the  release  of  any  property  from  the  hen  hereof, 
or  as  the  basis  for  the  pa\anent  of  any  release  or  in- 
surance moneys  or  of  any  cash  deposited  against  the 
issue  of  bonds,  by  the  Trustee  to  the  Company  here- 
under or  as  a  basis  for  the  withdrawal  of  am^  moneys 
deposited  under  said  first  mortgage, — then  and  in  such 
case  the  Trustee  shall  pay  over  to  the  Company  in  in- 


41 

stalments  from  time  to  time  such  portions  of  such  moneys 
as  shall  equal  the  cost  of  such  replacements,  substitutions, 
new  property  of  a  permanent  nature,  or  permanent  exten- 
sions, additions,  alterations,  betterments  or  improvements; 
the  acquisition  or  the  making  and  the  permanence  thereof, 
the  fact  of  the  same  having  become  subject  to  the  lien  of 
this  indenture,  either  as  a  first  lien  or  as  a  lien  subject  only 
to  the  lien  of  said  first  mortgage  dated  June  2,  1902,  the  cost 
thereof,  the  fact  of  non-user  for  the  purposes  above  in  this 
paragraph  enumerated,  the  fact  that  the  same  include  no 
repairs  and  no  renewals  of  or  substitutions  for  previously  ex- 
isting property  (other  than  of  or  for  the  property  on  account 
of  the  release  of  which  such  moneys  were  received  by  the 
Trustee)  except  to  the  extent  that  the  cost  thereof  exceeds 
the  cost  when  new  of  the  things  renewed  or  the  things  re- 
placed, and,  in  the  case  of  additional  real  property,  the  title 
thereof,  having  first  been  certified  to  the  Trustee  in  the 
manner  above  required  in  the  case  of  the  issue  of  bonds. 

If  the  Company  in  good  faith  shall  have  begim  the  con- 
struction of  any  such  replacements,  substitutions  or  per- 
manent extensions,  additions,  alterations,  betterments  or 
improvements  as  aforesaid,  but,  owing  to  the  extent  of  the 
work  undertaken  or  because  of  imavoidable  or  reasonable 
delays,  a  greater  length  of  time  for  the  completion  of  such 
work  is  required  than  one  year,  then  the  Trustee  in  its 
absolute  discretion  may  extend  the  time  for  the  completion 
of  such  work  for  a  further  period,  or  for  successive  further 
periods  not  exceeding  in  the  aggregate  one  year,  and  the 
Company  shall  have  the  same  right  during  such  extended 
period  or  periods  to  receive  portions  of  said  release  moneys 
in  the  same  manner  as  if  said  work  had  been  performed 
within  the  period  of  the  first  year. 

After  the  expiration  of  such  original  one-year  period, 
and  of  any  extensions  thereof  granted  by  the  Trustee,  or 
at  any  earlier  date  at  the  request  of  the  Company,  the 
Trustee  shall  add  such  release  moneys,  or  the  balance  thereof 
then  remaining  in  its  hands,  to  the  sinking  fund,  and  shall 


42 

apply  the  same  to  the  purchase  or  call  of  bonds  in  the  manner 
hereinafter  provided  therefor. 

Any  such  release  moneys  in  the  hands  of  the  Trustee  from 
time  to  time  shall  draw  interest  at  the  current  rate  paid 
by  the  Trustee  on  funds  of  like  character  held  by  it  on 
deposit. 


ARTICLE   VI. 

Sinking  Fund. 

The  Company  covenants  that  it  will  on  or  before  July  1, 
1912,  and  on  or  before  July  1  in  each  year  thereafter,  up 
to  and  including  July  1,  1919,  pay  to  the  Trustee  a  sum  of 
money  equal  to  one  (1)  per  centum  of  the  total  face  value 
of  all  the  bonds  which  shall  have  been  issued  hereunder 
whether  or  not  then  outstanding  up  to  the  first  day  of  July 
on  which  the  payment  in  question  is  made,  and  that  it 
will,  on  or  before  July  1,  1920,  and  on  or  before  July  1  in  each 
year  thereafter  during  the  contmuance  of  these  presents 
pay  to  the  Trustee  a  sum  of  money  equal  to  two  (2)  per 
centum  of  the  total  face  value  of  all  the  bonds  which  shall 
have  been  issued  up  to  the  first  day  of  July  on  which  the 
payment  in  question  is  made,  whether  or  not  the  same  shall 
be  then  outstanding.  The  Trustee  shall  thereupon  forth- 
with cause  to  be  published  twice  a  week  for  two  (2)  successive 
weeks  in  a  newspaper  of  general  circulation  published  in 
Chicago,  Illinois,  and  in  a  newspaper  of  general  circulation 
published  in  Boston,  Massachusetts,  notice  of  the  fact  that 
it  will,  up  to  a  date  therein  fixed  by  it,  receive  proposals 
to  sell  to  it  bonds  secured  hereby.  The  Trustee  shall 
devote  to  the  purchase  of  such  of  said  bonds  as  can  be  most 
cheaply  purchased  under  the  offers  to  sell  which  it  receives 
the  said  money  and  all  other  moneys  then  held  by  it  and 
applicable  to  such  purchase;  provided,  however,  that  the 
Trustee  shall  not  purchase  bonds  on  such  proposals  at  a 
price  exceeding  the  face  value  thereof  and  accrued  interest 


43 

plus  a  preniiiim  of  two  and  one-half  per  centum  of  such 
face  value. 

If  the  Trustee  fails  to  obtain  sufficient  bonds  at  said 
price  to  exhaust  such  sinking  fund,  it  shall  call  for  payment 
on  the  next  available  interest  day,  in  the  manner  and  at 
the  price  hereinbefore  fixed  for  the  call  of  bonds,  a  sufficient 
number  of  bonds  secured  hereby  to  exhaust  such  moneys. 
The  Trustee  shall  publish  and  mail  notice  of  said  call  in 
the  manner  in  which  the  Company  is  hereinbefore  required 
to  publish  and  mail  notice  of  the  call  of  bonds.  The  bonds 
so  to  be  called  shall  be  determined  by  lot  by  the  Trustee, 
and  the  drawing  shall  be  made  by  the  numbers  of  the  cou- 
pon bonds.  In  case  there  shall  then  be  outstanding  a  regis- 
tered bond  without  coupons  issued  in  lieu  of  or  in  exchange 
for  any  coupon  bond  thus  called,  or  for  any  such  coupon 
bond  and  other  coupon  bonds,  the  holder  of  such  registered 
bond  without  coupons  shall  deliver  it  to  the  Trustee  and 
the  Trustee  shall  pay  such  holder  the  sum  payable  on  ac- 
count of  the  coupon  bond  or  bonds  thus  called,  and  shall 
in  addition  deliver  to  the  holder  bonds,  either  registered  or 
coupon,  as  he  shall  elect,  of  an  aggregate  face  value  equiv- 
alent to  the  excess  in  face  value,  if  any,  of  such  registered 
bond  without  coupons  surrendered  as  aforesaid  over  such 
coupon  bond  or  bonds  thus  called. 

All  bonds  purchased  or  called  for  the  sinking  fund  shall 
be  stamped  by  the  Trustee  ''Held  in  sinking  fund,"  shall 
be  permanently  held  in  the  sinking  fund,  and  shall  draw 
interest  in  the  same  manner  as  outstanding  bonds.  All 
interest  received  by  the  Trustee  upon  said  bonds  or  upon 
any  other  part  of  the  sinking  fund  shall  be  by  the  Trustee 
added  to  the  sinking  fund  and  applied,  together  with  the 
annual  payments  hereinbefore  covenanted  to  be  made, 
toward  the  purchase  or  call  of  bonds  in  the  manner  here- 
inbefore provided. 


44 


ARTICLE   VIL 

Transfer  of  Coupons  and  of  Bonds. 

The  coupons  to  be  secured  hereby  are  transferable  by 
dehvery  and  when  paid  shall  be  cancelled,  and,  after  default 
in  the  payment  of  any  coupon  or  coupons,  no  coupon  shall 
be  secured  hereby  or  embraced  withhi  the  trusts  hereof  or 
be  assignable  unless  accompanied  by  the  bond  or  bonds  to 
which  it  was  originally  attached. 

The  bonds  to  be  secured  hereby  shall  be  transferable  ac- 
cording to  their  terms:  as  to  coupon  bonds  unregistered 
or  registered  to  bearer,  by  delivery;  as  to  the  principal 
of  coupon  bonds  registered  other  than  to  bearer  and  as  to 
registered  bonds  without  coupons,  only  on  the  books  of  the 
Trustee.  Any  payment  made  in  good  faith  by  the  Trustee 
to  a  registered  holder  of  a  bond  without  coupons  and  any 
payment  on  account  of  principal  to  the  registered  holder 
of  a  coupon  bond  shall  discharge  it  and  the  Company  pro 
tanto. 

The  Trustee  shall  certify,  shall  make  exchanges  of  and 
shall  register  the  bonds  hereby  secured  in  accordance  with 
the  terms  of  the  said  bonds  and  of  this  indenture.  Coupon 
bonds  in  exchange  for  which  registered  bonds  have  been 
issued  shall  be  cancelled  by  the  Trustee. 


ARTICLE   VIII. 

Provisions  for  Default. 

In  case  default  shall  be  made  by  the  Company  in  the 
payment  of  any  bond  or  coupon,  or  of  any  sums  that  may  be 
due  the  Trustee  hereunder,  or  of  any  sums  payable  for  sink- 
ing fund  purposes,  or  in  any  other  covenant  or  condition 
whatsoever  of  this  indenture,  or  in  case  a  receiver  shall  be 
appointed  for  the  Company  and  such  default,  other  than  a 


45 

default  in  the  payment  of  principal  or  such  appointment  of 
a  receiver  shall  continue  for  a  period  of  ninety  (90)  days 
after  written  notice  thereof  shall  have  been  given  by  the 
Trustee  to  the  Company,  or  without  such  nhiety  (90)  days' 
delay  in  case  such  delay  is  waived  by  vote  of  the  Company's 
Directors,  or  in  case  such  default,  if  continued,  will  cause  the 
loss  by  the  Company  of  an}'  of  its  licenses,  rights,  privileges 
or  franchises  which  are  necessary  to  enable  it  to  operate 
and  maintain  as  constructed  any  substantial  portion  of  its 
plants  or  systems,  the  Trustee  may  do  any  one  of  the  fol- 
lowing things,  and,  if  specifically  so  requested  in  writing 
by  the  holders  of  one-fourth  (}^)  in  amount  of  the  bonds 
secured  hereby  and  indenmified  to  its  reasonable  satisfac- 
tion, the  Trustee  shall  take  the  steps  and  do  the  things  set 
forth  in  subdivision  (1)  of  this  Article,  and  shall  also,  if  so 
requested  and  indemnified,  proceed  to  the  foreclosure  of 
this  mortgage.  The  Trustee  shall  in  all  cases,  whether 
acting  upon  its  own  motion  or  upon  such  request,  have  the 
right  to  determine  which  of  the  methods  of  foreclosure  here- 
inafter set  forth  (other  than  as  above  provided  as  to  said 
paragraph  numbered  (1))  it  shall  adopt,  and  its  decision 
upon  this  subject  shall  be  conclusive. 

(1)  The  Trustee  may  declare  the  principal  of  all 
the  bonds  to  be  iimnediately  due  and  payable; 

(2)  The  Trustee  may  enter  upon  the  mortgaged 
estate  and  exclude  the  Company,  and  have,  hold  and 
use  the  same  as  the  Company  could  if  this  indenture 
had  not  been  made,  applying  the  income  of  the  mort- 
gaged estate,  after  the  payment  and  discharge  of  all 
expenses  and  liabilities  incident  to  the  conduct  of  the 
business  and  of  compensation  to  the  Trustee,  as  fol- 
lows : — 

First,  to  the  payment  of  the  accrued  interest  on 
the  bonds  and  to  such  other  payments  as  may  then 
be  due;   and 

Second,  to  hold  the  surplus  as  part  of  the  mort- 
gaged estate. 


46 

(3)  The  Trustee  may,  after  entry  upon  all  or  part 
of  the  mortgaged  estate  as  aforesaid,  or  without  entry, 
sell  or  cause  to  be  sold  to  the  highest  bidder  or  bidders 
all  and  singular  the  property  then  held  by  the  Trustee 
hereunder.  Such  sale  shall  be  made  at  public  auction 
at  such  place  in  the  city  of  Bloomington,  Illinois  (un- 
less the  sale  be  required  by  law  to  be  held  at  some 
other  place  or  places)  on  such  day  and  terms  as  the 
Trustee  may  determine  and  as  shall  be  specified  in  the 
notice  of  such  sale,  which  notice  shall  be  given  by 
pubhcation  at  least  twice  in  each  calendar  week  for 
three  (3)  successive  calendar  weeks  next  prior  to  the 
date  of  such  sale  in  a  newspaper  of  general  circulation 
pubUshed  in  the  city  of  Bloomington,  Illinois,  and  in 
a  newspaper  of  general  circulation  published  in  the 
city  of  Chicago,  Illinois,  and  in  a  newspaper  of  general 
circulation  published  in  the  city  of  Boston,  Massachu- 
setts. The  Trustee  may  adjourn  any  sale  to  be  made 
hereunder  as  often  as  it  may  desire  by  announcement 
at  the  time  and  place  appointed  for  such  sale  or  any 
adjourned  sale,  and  without  further  notice  or  publi- 
cation, the  Trustee  may  make  such  sale  at  the  time 
and  place  to  which  the  same  shall  have  been  so  ad- 
journed. 

Upon  the  completion  of  any  sale  hereunder,  whether 
under  the  foregoing  power  or  pursuant  to  judicial 
process  or  otherwise,  the  Trustee  shall  convey,  trans- 
fer and  deliver  to  the  accepted  purchaser  the  property 
sold,  and  the  Trustee  is  hereby  appointed  the  true  and 
la-wful  attorney  irrevocable  of  the  Company  in  its 
name  and  stead  to  make  all  necessary  deeds,  assign- 
ments and  transfers  of  the  property  thus  sold,  and  to 
execute  and  dehver  to  such  purchaser  a  full  transfer 
of  all  policies  of  insurance  upon  the  property  thus 
sold,  whether  standing  in  the  name  of  the  Companj'- 
or  in  the  name  of  the  Trustee;  and  the  Trustee  may 
substitute  any  one  or  more  persons  with  like  power, 
the  Company  hereby  ratifying  and  confirming  all 
that  the  Trustee  or  its  substitute  or  substitutes  may  do 
by  virtue  or  in  pursuance  hereof.  The  Company 
hereby  covenants,  upon  request  of  the  Trustee  or  the 
purchaser,  to  execute,  acknowledge  and  deliver  con- 
firmations of  such  instruments.  As  affecting  the  title 
to  any  property  purchased  at  any  sale  of  the  mort- 


47 

gaged  estate,  the  statements  set  forth  in  any  affidavit 
of  the  President,  or  a  Vice-President,  or  the  Treasurer 
or  an  Assistant  Treasurer,  or  the  Secretary  of  the 
Trustee  and  appended  to  the  deed  of  conveyance  shall 
not  be  open  to  dispute  by  any  party,  but  shall  con- 
clusively be  deemed  to  be  true. 

The  purchase  money  or  proceeds  of  any  sale  of  the 
mortgaged  estate,  whether  under  the  power  of  sale 
hereby  granted  or  pursuant  to  judicial  proceedings, 
shall  be  paid  to  and  received  by  the  Trustee,  and, 
together  with  any  sums  which  may  then  be  held  by  the 
Trustee  under  any  of  the  provisions  of  this  indenture 
as  part  of  the  trust  estate,  shall  be  applied  as  follows : 

(a)  To  the  payment  of  the  costs  and  expenses  of 
such  sale,  including  a  reasonable  compensation  to 
the  Trustee,  its  agents,  attorneys  and  counsel,  and  of 
all  expenses,  liabilitifes  and  advances  made  or  in- 
curred by  the  Trustee  hereunder; 

(b)  To  the  payment  of  the  whole  amount  then 
owing  or  unpaid  upon  the  bonds  hereby  secured  for 
principal  and  interest,  including  interest  on  prin- 
cipal after  maturity  and  interest  at  the  rate  of  six 
per  centum  per  annum  upon  all  overdue  instal- 
ments of  interest  and  in  case  such  proceeds  shall 
be  insufficient  to  pay  in  full  the  whole  amount  so 
due  and  unpaid  upon  the  said  bonds,  then  ratably 
to  the  payment  of  such  principal  and  interest,  with- 
out preference  or  priority  of  principal  over  interest, 
or  of  interest  over  principal,  or  of  any  one  instal- 
ment of  interest  over  any  other  instalment  of  in- 
terest ; 

(c)  The  surplus  remaining  shall  be  paid  over  to 
the  Company,  its  successors  or  assigns,  or  to  who- 
soever shall  be  lawfully  entitled  to  receive  the  same. 

(4)  The  Trustee  may  proceed  to  protect  and  to  en- 
force its  rights  and  the  rights  of  the  bondholders  here- 
under by  a  suit  or  suits  in  equity  or  at  law,  whether 
for  the  specific  performance  of  any  covenant  or  agree- 
ment contained  herein  or  in  aid  of  the  execution  of  any 
power  or  for  the  foreclosure  of  this  indenture  for  in- 
terest or  principal  or  both,  or  for  the  enforcement  of 
such  other  appropriate  legal  or  equitable  remedy  as 


48 

the  Trustee,  being  advised  by  counsel,  shall  deem 
most  effectual  to  protect  its  rights  and  those  of  the 
bondholders  hereunder. 

(5)  The  Trustee  may  have  a  receiver  as  an  incident 
of  any  of  the  foregoing  or  independently  appointed 
ex  parte  and  without  notice,  the  Company  hereby 
waiving  notice  and  agreeing  that  a  receiver  may  be 
appointed  in  the  event  of  default,  not  as  a  matter  of 
penalty,  but  as  a  matter  of  contract  and  as  a  part  of 
the  consideration  for  and  security  of  this  indenture. 

(6)  The  Trustee  may  take  any  other  action  at  law 
or  in  equity  which  it  deems  desirable  to  foreclose  or 
otherwise  enforce  the  lien  hereof. 

The  remedies  aforesaid  are  cumulative.  The  exercise  by 
the  Trustee  of  any  of  the  above  remedies  shall  not  in  an}^ 
manner  whatsoever  deprive  the  Trustee  or  any  holder  or 
holders  of  the  bonds  issued  hereunder  of  any  other  remedies 
in  law  or  in  equity  not  inconsistent  with  the  provisions 
hereof. 

The  foregoing  provisions  for  default  are,  however,  subject 
to  the  condition  that,  if  at  any  time  after  such  default  in 
payment  of  interest,  all  arrears  of  interest  shall  be  paid  by 
the  Company  or  received  by  the  Trustee  from  the  property 
mortgaged  or  pledged  hereunder  before  any  sale  of  the 
property  shall  have  been  made,  or  if  any  default  in  the 
observance  or  performance  of  any  covenant  or  condition 
herein  not  relating  to  the  payment  of  interest  shall,  before 
any  such  sale,  be  cured  or  adequate  satisfaction  in  the 
opinion  of  the  Trustee  made  therefor,  then  the  Trustee  may, 
and  in  every  case  upon  the  written  request  of  the  holders  of 
a  majority  in  interest  of  the  bonds  secured  hereby  then 
outstanding  shall,  waive  such  default  (except  a  default  in 
the  payment  of  principal)  and  its  consequences,  but  no  such 
waiver  shall  extend  to  or  affect  any  subsequent  default  or 
impair  any  right  consequent  thereon. 

In  case  the  Trustee  shall  have  proceeded  to  enforce  any 
right  under  this  indenture  by  foreclosure  or  otherwise,  and 
such  proceedings  shall  have  been  discontinued  or  abandoned 


49 

because  of  such  waiver  or  for  any  other  reason,  or  shall 
have  been  determined  adversely  to  the  Trustee,  then  and 
in  every  such  case  the  Company  and  the  Trustee  shall  be 
restored  to  their  former  positions  and  rights  hereunder  in 
respect  of  the  property  mortgaged  hereunder,  and  all  rights 
and  powers  of  the  Trustee  hereunder  shall  continue  as 
though  no  such  proceeding  had  been  taken.  No  delays  or 
omissions  of  the  Trustee  or  of  any  holder  of  the  bonds 
hereby  secured  to  exercise  any  right  or  power  accruing 
upon  any  default  shall  impair  any  such  right  or  power,  or 
be  construed  to  be  a  waiver  of  any  such  default  or  of  any 
subsequent  default,  or  an  acquiescence  therein,  and  every 
power  and  remedy  given  hereunder  to  the  Trustee  or  to 
the  bondholders  may  be  exercised  from  time  to  time  and 
as  often  as  may  be  deemed  expedient  by  the  Trustee  or  by 
the  bondholders. 

No  holder  of  bonds  secured  hereby  shall  have  the  right 
to  institute  any  proceeding  for  the  foreclosure  of  this  in- 
denture or  other  proceeding  to  enforce  the  lien  hereof  with- 
out first  having  requested  the  Trustee  to  proceed  and 
offered  to  the  Trustee  adequate  security  and  indemnity 
against  the  costs,  expenses  and  liabilities  which  might  be 
incurred  by  the  Trustee  in  exercising  any  of  the  remedies 
herein  provided. 

The  Trustee  shall  not  be  bound  to  recognize  any  person 
or  persons  or  body  or  bodies  corporate  as  the  holder  or 
holders  of  any  of  said  bonds,  or  to  take  any  action  at  his, 
its  or  their  request,  unless  furnished  with  adequate  security 
and  indemnity  against  the  expenses  and  liabilities  to  be 
incurred,  and  unless  such  bond  or  bonds  are  submitted  to 
the  Trustee  for  inspection;  and  the  Trustee  may,  if  it 
shall  desire,  require  the  bond  or  bonds  so  submitted  to  be 
deposited  with  and  retained  by  it  until  it  shall  have  com- 
pleted action  hereunder. 


50 


ARTICLE   IX. 

Provisions  relating  to  Sale. 

In  case  of  any  sale  of  the  property  mortgaged  hereunder, 
under  the  foregoing  provisions  relating  to  default 

(a)  The  principal  of  all  bonds  secured  hereby  shall 
forthwith  become  immediately  due  and  payable; 

(6)  The  Company  waives  the  benefit  of  any  and  all 
stay,  valuation,  appraisal  and  exemption  laws,  and  all 
right  of  redemption; 

(c)  The  purchaser  may  make  payment  therefor  in 
bonds  or  coupons  secured  hereby  in  a  sum  equal  to 
that  which  would  be  payable  on  such  bonds  and  cou- 
pons out  of  the  net  proceeds  of  such  sale  if  made  for 
money; 

(d)  The  receipt  of  the  Trustee  for  the  purchase 
money  shall  be  a  sufficient  discharge  to  any  purchaser, 
and  no  such  purchaser  shall  be  bound  to  see  to  the 
application  of  such  purchase  money  for  or  upon  any 
trust  created  by  this  indenture  or  otherwise,  nor  shall 
such  piu'chaser  be  in  any  manner  answerable  for  any 
loss,  misapplication  or  non-application  of  such  pur- 
chase money  or  be  bound  to  inquire  as  to  the  author- 
ization, necessity,  expediency,  or  regularity  of  any 
such  sale. 

(e)  The  Trustee  or  any  bondholder  or  bondholders, 
either  alone  or  associated  with  one  another  or  with  the 
Trustee,  may  bid  for  and  purchase  the  property  of- 
fered for  sale  or  cause  the  same  to  be  purchased  in 
their  behalf,  and  may  make  payment  therefor  in  bonds 
or  coupons  secured  hereby  as  aforesaid. 

(/)  The  property  of  the  Company,  unless  prevented 
by  law,  shall  be  sold  as  a  unit. 


51 


ARTICLE   X. 

Agreement   for    Deficiency   Judgment.     Immunity   of 

Individuals. 

The  Company  consents  that,  in  case  of  any  foreclosure 
proceedings,  judgment  may  be  rendered  against  it  for  any 
amount  which  may  remain  due  in  respect  of  bonds  secured 
hereby  and  the  interest  thereon,  after  the  appHcation  to 
the  pajTQent  thereof  of  the  proceeds  of  any  sale  of  the 
mortgaged  property. 

Neither  the  Trustee  nor  any  bondholder  shall  under  any 
circumstances  have  recourse,  or  cause  or  willingly  permit 
recourse  to  be  had,  to  any  personal,  statutory  or  other 
liability  of  any  stockholder,  director  or  officer  of  the  Com- 
pany, but  each  such  Trustee  and  bondholder  shall  look  for 
the  payment  of  the  bonds  and  coupons  secured  hereby 
solely  to  the  corporate  assets  and  franchises  of  the  Companj^ 
and  such  assets  shall  not  embrace  any  claim  which  might, 
but  for  this  provision,  be  enforceable  either  by  creditors 
of  the  Company,  by  a  receiver,  or  by  the  Company  itself, 
or  in  any  way  whatever  against  any  person  by  reason  of  his 
being  a  stocldiolder,  director  or  officer  of  the  Company 
under  any  statute  or  other  law  now  or  hereafter  in  force, 
or  against  any  stockholder  by  reason  of  any  insufficiency 
or  insufficiencies  in  the  payment  of  the  capital  stock  of  the 
Company. 

ARTICLE   XL 

Proof  of  Bondholders'  Action,  and  Amount  of  Bonds. 

Any  request  or  other  instrument  required  by  this  indenture 
to  be  signed  or  executed  by  bondholders  may  be  in  any 
number  of  concurrent  instruments  of  similar  tenor,  and 
may  be  signed  or  executed  by  the  bondholders  in  person  or 
by  agent  or  attorney  appointed  in  \\Titing.     Proof  of  the 


i 


52 

execution  of  any  such  request  or  other  instrument,  or  of  a 
writing  appointing  any  such  agent  or  attorney,  or  of  the 
holding  by  any  person  of  bonds  transferable  by  delivery, 
shall  (subject  to  the  right  of  the  Trustee  to  require  the  pro- 
duction of  the  bonds,  as  hereinbefore  provided)  be  suffi- 
cient for  any  purpose  of  this  indenture,  and  shall  be  conclu- 
sive in  favor  of  the  Trustee  with  regard  to  any  action  taken 
by  it  under  such  request  or  other  instrument,  if  made  in  the 
following  manner,  namely: 

(1)  The  fact  and  date  of  the  execution  by  any  per- 
son of  any  such  request  or  other  instrument  or  writing 
may  be  proved  by  the  certificate  of  any  notary  public 
or  other  officer  authorized  to  take  acknowledgments 
of  deeds  to  be  recorded  in  any  state  within  the  United 
States,  certifying  that  the  person  signing  such  request 
or  other  instrument  acknowledged  to  him  the  execution 
thereof,  or  by  the  affidavit  of  a  witness  of  such  exe- 
cution duly  sw^orn  to  before  any  such  notary  public 
or  other  officer. 

(2)  The  amounts  and  numbers  of  bonds  transfer- 
able by  delivery  held  by  any  person  executing  any 
such  request  or  other  instrument  as  a  bondholder,  and 
the  date  of  his  holding  the  same,  may  be  proved  by 
sworn  certificate  executed  by  any  duly  authorized 
officer  of  any  trust  company,  bank  or  other  depositary 
(wherever  situated),  which  certificate  may  be  deemed 
by  the  Trustee  to  be  satisfactory,  showing  that  such 
person  had  on  deposit  with  such  depositary  or  ex- 
hibited to  it  bonds  described  in  such  certificate  at  the 
date  therein  mentioned. 

(3)  The  ownership  of  bonds  registered  as  to  prin- 
cipal and  of  registered  bonds  without  coupons  shall  be 
proved  by  the  books  for  the  registration  of  such  bonds 
kept  by  the  Trustee. 

The  Company  or  the  Trustee,  each  in  its  discretion,  may 
deem  and  treat  the  bearer  of  any  bond  hereby  secured,  which 
shall  not  at  the  time  be  registered  as  herein  authorized, 
and  the  bearer  of  any  coupon  appertaining  to  any  bond 
whether  registered  or  not,  as  the  absolute  o\\Tier  of  such 


53 

bond  or  coupon  for  the  purpose  of  receiving  payment  thereof, 
and  for  all  other  purposes  whatsoever,  except  so  far  as  it 
is  hereinabove  provided  to  the  contrary  concerning  coupons, 
and  neither  the  Company  nor  the  Trustee  shall  be  affected 
by  any  notice  to  the  contrary. 

ARTICLE   XII. 

Concerning  the  Trustee. 

The  Trustee  shall  be  entitled  to  repayment  of  all  proper 
outlays  incurred  in  or  about  this  trust  and  to  reasonable 
compensation  for  itself  and  its  agents  and  counsel  for  any 
duties  which  it  may  at  any  time  perform  in  the  discharge 
of  the  same,  and  all  such  outlays  and  compensation  shall 
be  paid  b}'  the  Company  upon  demand  and  shall  constitute 
a  lien  upon  the  property  covered  hereby,  and  in  case  of 
default  shall  be  repaid  to  the  Trustee  before  any  payments 
are  made  on  any  bonds  or  coupons  as  herein  provided. 

The  Trustee  shall  not  be  required  to  take  notice  of  any 
default  hereunder  unless  notified  in  writing  of  such  default 
by  some  bondholder,  nor  shall  it  be  under  anj^  obligation 
to  take  any  action  towards  the  execution  of  the  trusts  hereby 
created  which,  in  its  opinion,  may  involve  it  in  expense  or 
liability  unless  one  or  more  of  the  holders  of  the  bonds 
hereby  secured  shall  as  often  as  required  by  the  Trustee 
furnish  security  and  indemnity  reasonably  satisfactory 
to  the  Trustee  against  such  expense  and  liability.  These 
provisions  are  intended  only  for  protection  of  the  Trustee, 
and  shall  not  be  taken  to  limit  or  affect  any  discretion  or 
power  given  to  the  Trustee  hereunder  to  determine  whether 
or  not  it  shall  take  action  in  respect  to  any  default  or  other- 
wise. 

The  Trustee  shall  not  be  answerable  for  the  default  or 
misconduct  of  any  agent,  employee,  appointee  or  attorney 
selected  by  it  in  pursuance  hereof  if  such  person  shall  have 
been  selected  with  reasonable  care,  nor  shall  it  be  liable 
for  anything  whatever  in  connection  with  this  trust,  or  its 
action   hereunder,   except   for   its   own   wilful  misconduct 


54 

or  gross  negligence.  The  Trustee  may  consult  with  counsel, 
and  any  action  taken  by  the  Trustee  in  good  faith  on  advice 
of  its  counsel  shall  be  a  complete  and  conclusive  protection 
to  the  Trustee. 

The  Trustee  shall  not  be  under  any  duty  to  investigate 
the  truth  of  the  facts  stated  in  any  affidavit,  certificate  or 
certified  copy  of  resolution  provided  for  herein,  and  any 
action  taken  by  it  in  reliance  upon  the  facts  stated  in  such 
affidavit,  certificate  or  certified  copy  of  resolution  shall 
be  a  complete  and  conclusive  protection  to  the  Trustee. 

It  shall  be  no  part  of  the  duty  of  the  Trustee  to  see  to  the 
execution,  acknowledgment  and  recording  of  this  instru- 
ment as  a  mortgage  or  conveyance  of  real  or  personal  estate, 
or  to  do  any  other  act  which  may  be  suitable  and  proper  to 
be  done  to  make  this  instrument  a  lien  or  to  continue,  ex- 
tend or  supplement  such  lien  (except  when  it  is  specifically 
otherwise  provided  herein),  or  for  giving  notice  of  the  exist- 
ence of  such  lien ;  nor  shall  the  Trustee  have  any  respon- 
sibility as  to  the  validity  of  this  instrument,  or  of  any  of  the 
covenants  herein  contained,  nor  as  to  the  amount  or  extent 
of  the  security  afforded  by  the  property  hereby  conveyed, 
nor  as  to  the  validity  or  priority  of  any  bonds  issued  here- 
under, nor  as  to  the  apphcation  of  any  of  said  bonds  or  of 
the  proceeds  thereof,  nor  as  to  the  performance  by  the 
Company  of  any  of  its  covenants  or  obligations  here- 
under. All  recitals  or  representations  herein  or  in  said 
bonds  contained  are  those  of  the  Company  and  not  of  the 
Trustee. 

It  shall  be  no  part  of  the  duty  of  the  Trustee  to  see  to  the 
insurance  of  any  part  of  the  mortgaged  property,  or  to  re- 
qune  the  deposit  with  it  of  insurance  policies,  or  to  pay  or 
keep  itself  advised  as  to  the  payment  of  rents,  or  assessments 
or  other  governmental  charges  of  or  upon  any  of  the  mort- 
gaged property  except  under  the  circumstances  in  this  in- 
strument especially  provided.  But  the  Trustee  may,  in  its 
discretion,  and  at  the  expense  of  the  Company,  do  any 
and  all  of  such  matters  and  things  or  require  the  same  to 
be  done. 


55 

In  case  at  any  time  it  should  be  necessary  or  proper  for  the 
Trustee  to  make  any  investigation  respecting  any  fact 
preparatory  to  taking  or  not  taking  any  action,  or  doing 
or  not  doing  anything  as  such  Trustee,  except  when  it  is 
specifically  otherwise  provided  herein,  a  certificate  signed 
in  the  Company's  name  by  its  President  or  Vice-President, 
attested  by  its  Secretary  under  its  corporate  seal  and  verified 
by  the  affidavit  of  one  or  more  of  the  Company's  directors, 
shall  be  conclusive  evidence  of  such  fact  to  protect  the 
Trustee  in  any  action  that  it  may  take  by  reason  of  the  sup- 
posed existence  of  such  fact.  Except  as  otherwise  provided 
in  this  mortgage,  every  request,  order,  consent  or  expres- 
sion of  desire  set  forth  in  writing,  addressed  and  delivered 
to  the  Trustee  and  signed  in  the  name  of  the  Company  by 
its  President,  may,  for  the  purpose  of  this  mortgage,  be 
taken  and  relied  upon  b}''  the  Trustee  as  the  request,  order, 
consent  or  expression  of  desire  of  the  Company.  The 
Trustee  shall  only  be  required  to  exercise  good  faith  in  the 
appointment  of  any  appraiser,  referee  or  other  agent  or  ad- 
visor required  to  be  appointed  hereunder. 

The  Trustee  may  at  any  time  resign  this  trust  by  written 
notice  delivered  to  the  Company  thii-ty  (30)  days  before 
the  resignation  is  to  take  effect;  and,  in  case  of  such  resigna- 
tion or  of  the  removal  or  incapacity  of  the  Trustee  for  any 
reason,  the  Company  shall  have  the  right  to  nominate  and 
appoint  a  successor  to  the  Trustee  with  the  consent  in  writ- 
ing of  the  holders  of  a  majority  in  interest  of  the  bonds 
hereb}''  seciu^ed  at  the  time  outstanding,  but  any  vacancy 
of  more  than  thirty  (30)  days'  standing  may  be  filled  by 
any  court  having  jm'isdiction  on  application  of  any  person 
interested.  It  is  agreed  that  any  new  Trustee  appointed 
hereunder  to  fill  any  vacancy  in  the  office  of  Trustee  shall 
be  an  incorporated  trust  company  or  bank  having  a  capital 
and  surplus  of  at  least  one  million  (1,000,000)  dollars. 

No  bond  shall  be  required  of  the  Trustee  unless  ordered 
b}''  a  court  having  jurisdiction  and  for  cause  shown. 

Upon  the  appointment  of  any  successor  to  the  Trustee 
all   the   property  mortgaged   or   pledged   hereunder  shall 


56 

immediately  and  without  conveyance  or  further  evidence 
of  transfer  vest  in  such  successor;  but  the  outgoing  Trustee 
shall,  nevertheless,  at  the  expense  of  the  Company,  execute, 
acknowledge  and  deliver  to  its  successor  such  conveyances 
and  transfers,  and  make  such  deliveries,  as  the  new  Trustee 
may  deem  proper  to  vest  or  confirm  said  property  in  the 
new  Trustee. 

The  word  "Trustee,"  wherever  used  herein,  shall  be  taken 
to  apply  to  the  Trustee  hereunder  for  the  time  being. 

Whenever  under  these  presents  the  Trustee  is  called  upon 
to  give  or  serve  any  notice  upon  the  Company,  such  notice 
may  be  given  by  the  Trustee  by  depositing  in  the  post- 
office  at  Chicago  or  any  branch  thereof,  or  in  the  post-office 
at  Bloomington  or  any  branch  thereof,  a  copy  of  such  notice, 
postage  prepaid,  addressed  to  the  Bloomington  and  Normal 
Railway  and  Light  Company,  Bloomington,  Illinois,  or  by 
delivering  to  the  President  or  Treasurer  or  to  any  two  di- 
rectors of  the  Company  a  copy  of  such  notice. 

All  sums  of  money  from  time  to  time  in  the  hands  of  the 
Trustee  under  the  provisions  of  this  indenture  shall  draw 
interest  at  the  current  rate  paid  by  the  Trustee  upon  funds 
of  like  character  held  by  it  on  deposit. 

ARTICLE  XIII. 
Discharge. 

These  presents  shall  become  void 

(a)  If  the  Company  or  the  Trustee  shall  call  at  the 
price  hereinbefore  fixed  therefor,  all  the  bonds  then 
outstanding  hereunder,  giving  notice  thereof  as  herein- 
before provided,  and  shall  pro\T.de  payment  therefor 
in  full  in  the  manner  therefor  hereinbefore  provided, 
and  in  such  case  as  of  the  date  fixed  in  the  call  for 
payment;  or 

(6)  If  the  Company  shall  well  and  truly  pay  and 
discharge  at  the  maturity  thereof  the  principal  and 
interest  of  all  bonds  then  outstanding  hereunder  in 
the  manner  therein  provided  therefor,  and  in  such 
case  as  of  the  date  of  the  maturity  aforesaid ;  or 


57 

(c)  If  the  Company  shall  at  any  time  pay  to  the 
Trustee  such  a  sum  of  money  as  shall,  in  addition  to 
any  other  moneys  then  in  the  hands  of  the  Trustee 
and  apphcable  to  that  purpose,  be  sufficient  to  pay 
all  the  bonds  then  outstanding  hereunder  and  interest 
thereon  to  maturity,  or  sufficient  to  make  such  pay- 
ment on  all  such  bonds  as  the  Company  shall  not  have 
delivered  cancelled  to  the  Trustee,  and  in  such  case 
as  of  the  date  of  maturity  aforesaid;   or 

(d)  If  the  Company  shall  at  any  time  deliver  to  the 
Trustee  cancelled  all  the  bonds  and  coupons  then  out- 
standing hereunder  and  in  such  case  forthwith; 

(e)  But  only  if  in  each  and  every  such  case  the 
Company  shall  have  paid  to  the  Trustee  any  and  all 
sums  due  to  the  Trustee  under  the  provisions  of  this 
indenture : 

and  then  and  in  each  and  every  such  case  the  estate,  right 
and  title  of  the  Trustee  hereby  created  shall  utterly  cease 
and  determine,  and,  if  the  Company  shall  so  request,  the 
Trustee  shall  on  the  dates  respectively  above  set  forth 
execute  to  the  Company  a  good  and  sufficient  release  and 
discharge  in  law  of  this  indenture  and  of  the  lien  hereby 
created,  and  shall  restore  and  surrender  to  the  Company 
possession  of  any  property  of  which  it  shall  have  taken  pos- 
session and  which  it  shall  not  have  sold  under  and  by  virtue 
of  these  presents;  but  otherwise  and  until  such  payment 
and  performance  these  presents  shall  be  and  remain  in  full 
force  and  effect. 

In  Witness  Whereof,  the  Bloomington  and  Normal 
Railway  and  Light  Company  has  caused  these  presents  as 
well  as  one  other  instrument  of  like  tenor  and  effect  to  be 
executed  in  its  name  and  behalf  by  W.  B.  McKinley, 
its  President,  and  George  M.  Mattis,  its  Treasurer,  and  its 
corporate  seal  to  be  hereto  affixed  and  attested  by 
George  M.  Mattis,  its  Assistant  Secretary;  and  the  Illinois 
Trust  &  Savings  Bank,  as  Trustee,  has  likewise  caused 
.  these  presents  as  well  as  one  other  instrument  of  like  tenor 
and  effect,  to  be  executed  by  Frederick  T.  Haskell  its  Vice- 


58 

President,  and  F.  F,  Taylor,  its  Assistant  Secretary,  and  its 
corporate  seal  to  be  hereto  affixed  and  attested  by  F.  F. 
Taylor,  its  Assistant  Secretary. 

Although  this  indenture  is  dated  June  1,   1911,  it  was 
actually  executed  on  the  2nd  day  of  September,  1911. 

BLOOMINGTON   AND   NORMAL  RAILWAY 
AND   LIGHT   COMPANY. 

Signed,  sealed  and  delivered     By 

in  presence  of  W.   B.   McKlNLEY 

Thomas  W.  Swan  President 

And 

[CORPORATE  Geo  M.  Mattis 

SEAL]  Treasurer 

Attest : 
Geo  M.  Mattis 

Assistant  Secretary 

O.K. 

M.B.   ILLINOIS  TRUST  &  SAVINGS  BANK,  AS   TRUSTEE 

Signed,  sealed  and  delivered     By 

in  presence  of  FREDERICK  T.   HaskelL 

Morris  Berger  Vice  President 

And 

[CORPORATE  F.  F.  Taylor 

SEAL]  Asst.  Secretary 

Attest: 

F.  F.  Taylor 

Asst.  Secretary 


59 


State  of  Illinois  I 

County  of  Champaign  S 


ss. 


On  this  2nd  day  of  September,  a.d.,  1911,  before  me, 
the  undersigned  Notary  Public,  personally  appeared 
W.  B.  McKinley  and  George  M.  Mattis  who  being  duly 
sworn  each  for  himself  on  oath  stated: 

That  he,  the  said  W.  B.  McKinley,  is  and  at  the 
time  of  the  execution  of  the  foregoing  Indenture  of 
Mortgage  and  Deed  of  Trust  was  President  of  the  Bloom- 
ington  and  Normal  Railway  &  Light  Company,  a  corpora- 
tion, the  mortgagor  therein  named,  and  the  same  person 
who  as  such  President  executed  such  Indenture  of  Mort- 
gage and  Deed  of  Trust  in  behalf  of  said  corporation; 

That  he,  the  said  George  M.  Mattis  is  and  at  the 
time  of  the  execution  of  the  said  Indenture  of  Mort- 
gage and  Deed  of  Trust  was  Treasurer  of  said  corporation, 
mortgagor,  and  the  same  person  who  as  such  Treasurer 
executed  said  Indenture  of  Mortgage  and  Deed  of  Trust 
in  behalf  of  said  corporation; 

And  that  the  said  foregoing  Indenture  of  Mortgage  and 
Deed  of  Trust  is  given  in  good  faith,  and  that  it  is  not  in- 
tended to  hinder,  delay  or  defraud  creditors. 

W.  B.  McKinley 
Geo  M  Mattis 

Subscribed  and  sworn  to  this  2nd  day  of  September,  a.d. 
1911,  before  me, 

[Notarial  S.  A.  PoWER 

Seal]  Notary  Public. 


60 


State  or  Illinois,  }  gg 

County  of  Champaign  S 

1,  S.  A.  Power  Notary  Public,  do  hereby  certify  that 
W.  B.  McKinley,  President  of  the  Bloomington  and  Normal 
Railway  and  Light  Company,  personally  known  to  me  to 
be  the  same  person  whose  name  is  subscribed  to  the  fore- 
going instrument,  appeared  before  me  this  day  in  person 
and  acknowledged  that  he  signed,  sealed  and  delivered  the 
said  instrument  as  his  free  and  voluntary  act  and  as  the 
free  and  voluntary  act  of  the  Bloomington  and  Normal 
Railway  and  Light  Company,  for  the  uses  and  purposes 
therein  set  forth,  and  on  oath  stated  that  he  was  authorized 
to  execute  said  instrument  and  that  the  seal  thereto  affixed 
is  the  seal  of  said  corporation. 

Given  under  my  hand  and  official  seal  this  2nd  day  of 
September,  a.d.,  1911. 

S.  A.  Power 

[Notarial  Notary  Public. 

Seal] 


61 


State  of  Illinois  I  gg^ 

County  of  Champaign  S 

I,  S.  A.  Power  Notary  Public,  do  hereby  certify  that 
George  M.  Mattis,  Treasurer  of  the  Bloomington  and  Nor- 
mal Railway  and  Light  Company,  personally  known  to  me 
to  be  the  same  person  whose  name  is  subscribed  to  the 
foregoing  instrument,  appeared  before  me  this  day  in  per- 
son and  acknowledged  that  he  signed,  sealed  and  delivered 
the  said  instrument  as  his  free  and  voluntary  act  and  as  the 
free  and  voluntary  act  of  the  Bloomington  and  Normal 
Railway  and  Light  Company  for  the  uses  and  purposes 
therein  set  forth,  and  on  oath  stated  that  he  was  authorized 
to  execute  said  instrument,  and  that  the  seal  thereto  affixed 
is  the  seal  of  said  corporation. 

Given  under  my  hand  and  official  seal  this  2nd  day  of 
September,  a.d.  191L 

S.  A.  Power 

INoTARiAL  Notary  Public. 

Seal] 


62 


State  of  Illinois  ^gg^ 
County  of  Cook  S 

I,  Morris  Berger  Notary  Public,  do  hereby  certify  that 
Frederick  T.  Haskell,  Vice  President  of  the  Illinois  Trust 
&  Savings  Bank,  personally  known  to  me  to  be  the  same 
person  whose  name  is  subscribed  to  the  foregoing  instru- 
ment, appeared  before  me  this  day  in  person  and  acknowl- 
edged that  he  signed,  sealed  and  delivered  the  said  in- 
strument as  his  free  and  voluntary  act  and  as  the  free  and 
voluntary  act  of  the  Illinois  Trust  &  Savings  Bank  as 
Trustee  for  the  uses  and  purposes  therein  set  forth,  and 
on  oath  stated  that  he  was  authorized  to  execute  said  in- 
strument and  that  the  seal  thereto  affixed  is  the  seal  of  said 
corporation. 

Given  under  my  hand  and  official  seal  this  2nd  day  of 
September,  a.d.  1911. 

Morris  Berger 

[Notarial  Notary  Public. 

Seal] 


63 


State  of  Illinois  }  gg 
County  of  Cook  S 

I,  Morris  Berger  Notary  Public,  do  hereby  certify  that 
F.  F.  Taylor,  Ass't  Secretary,  of  the  Illinois  Trust  & 
Savings  Bank,  personally  known  to  me  to  be  the  same  per- 
son whose  name  is  subscribed  to  the  foregoing  instru- 
ment, appeared  before  me  this  day  in  person  and  acknowl- 
edged that  he  signed,  sealed  and  delivered  the  said  in- 
strument as  his  free  and  voluntary  act  and  as  the  free  and 
voluntary  act  of  the  Illinois  Trust  &  Savings  Bank  as 
Trustee  for  the  uses  and  purposes  therein  set  forth,  and 
on  oath  stated  that  he  was  authorized  to  execute  said  in- 
strument, and  that  the  seal  thereto  affixed  is  the  seal  of  said 
corporation. 

Given  under  my  hand  and  official  seal  this  2nd  day  of 
September,  a.d.  1911. 

Morris  Berger 

[Notarial  Notary  Public. 

Seal] 


64 


20121 
State  of  Illinois   / 

r  SS 

County  of  McLean  ) 

Filed  for  Record  in  the  said  County  on   the   6th  day   of 

Sept.  A.b.   1911   at   3  o'clock 
P.M.  and  Recorded  in  Book  227  of  Mortgages  Page  450 

N.  B.  Carson,  Recorder 
By  E.  A.  Vencill,  Deputy 


% 


UNIVERSITY  OF  ILLINOIS-URBANA 


^_    3  0112  025307494 


